OUTSTANDING AS OF THE CLOSING DATE TO THE EXTENT PERMITTED BY THE TERMS OF EACH
SUCH CONTRACT.
THE FOREGOING SHALL EXCLUDE SERVICE/APPLICATIONS SUPPORT
CONTRACT FOR PRODUCTS AND SPARE PARTS IN ISRAEL.
(B)
NO LATER THAN THIRTY (30) DAYS FROM THE EFFECTIVE DATE, METRON
SHALL PROVIDE FSI WITH A DETAILED LIST (A "SERVICE/APPLICATIONS SUPPORT CONTRACT
LISTING") OF EACH SERVICE/APPLICATIONS SUPPORT CONTRACT ENTERED INTO WITH
RESPECT TO PRODUCTS OR SPARE PARTS THAT IS STILL IN EFFECT AS OF AUGUST 31, 2002
(EXCLUDING CONTRACTS WITH CUSTOMERS IN ISRAEL).
THE SERVICE/APPLICATIONS
SUPPORT CONTRACT LISTING SHALL INDICATE METRON OR THE RELEVANT METRON SELLING
AFFILIATE WHICH IS A PARTY TO EACH SUCH CONTRACT OR COMMITMENT, THE APPLICABLE
CUSTOMER, CUSTOMER LOCATION, DATE AND DURATION OF THE CONTRACT AND DESCRIPTION
OF THE CONTRACT, AND THE IDENTITY OF THE METRON SERVICE TECHNICIAN PRINCIPALLY
RESPONSIBLE FOR SUCH SUPPORT.
METRON SHALL ALSO PROVIDE A COMPLETE AND CORRECT
COPY OF EACH SUCH SERVICE/APPLICATIONS SUPPORT CONTRACT.
WITHIN THIRTY (30)
DAYS FOLLOWING THE END OF EACH FISCAL QUARTER OF METRON FROM THE EFFECTIVE DATE
TO THE CLOSING DATE, OR AT SUCH OTHER TIMES AS THE PARTIES MAY AGREE, METRON
SHALL PROVIDE FSI WITH AN UPDATED SERVICE/APPLICATIONS SUPPORT CONTRACT LISTING,
INCLUDING A LISTING AS OF THE CLOSING DATE.
(C)
WITH RESPECT TO SERVICE/APPLICATIONS SUPPORT CONTRACTS THAT ARE
OUTSTANDING AS OF THE CLOSING DATE ("CLOSING DATE SERVICE/APPLICATIONS SUPPORT
CONTRACTS") ASSUMED BY FSI OR THE FSI PURCHASING AFFILIATES PURSUANT TO SECTION
4.4(A), IF CUSTOMERS HAVE PRE-PAID ANY AMOUNTS PAYABLE UNDER SUCH CONTRACTS,
METRON SHALL COMPENSATE FSI (FOR RECEIPT ON BEHALF OF ITSELF AND THE FSI
PURCHASING AFFILIATES) FOR THE ASSUMPTION OF THE REMAINING OBLIGATIONS UNDER
SUCH CONTRACTS.
THE AMOUNT OF COMPENSATION TO BE PAID BY METRON IN RESPECT OF
SUCH CLOSING DATE
-18-
Service/Applications Support Contracts (the "Service/Applications Support
Compensation") shall be determined by the parties based upon the percentage
completion of each Closing Date Service/Applications Support Contract.
Payment
of the Service/Applications Support Compensation shall be made in accordance
with the terms of Article II governing payment of the Purchase Price.
(D)
METRON SHALL AND SHALL CAUSE THE RELEVANT METRON SELLING
AFFILIATES TO USE COMMERCIALLY REASONABLE EFFORTS TO ASSIGN TO FSI OR ITS
AFFILIATES THE CLOSING DATE SERVICE/APPLICATIONS SUPPORT CONTRACTS, INCLUDING
USING COMMERCIALLY REASONABLE EFFORTS TO CAUSE CUSTOMERS TO APPROVE AND ACCEPT
THE ASSIGNMENT OF SUCH CONTRACTS TO FSI OR THE FSI PURCHASING AFFILIATES.
IN
THE EVENT THAT A CUSTOMER DOES NOT ACCEPT OR APPROVE THE ASSIGNMENT OF ITS
CLOSING DATE SERVICE/APPLICATIONS SUPPORT CONTRACT TO FSI OR THE RELEVANT FSI
PURCHASING AFFILIATE, METRON SHALL OR SHALL CAUSE ITS AFFILIATES TO CONTINUE TO
PERFORM ITS OBLIGATIONS UNDER SUCH CONTRACT AND, UPON METRON'S REASONABLE
REQUEST AND IN CONNECTION THEREWITH, FSI WILL MAKE AVAILABLE TO METRON THE
SERVICES OF FSI'S SERVICE TECHNICIANS AND SPARE PARTS TO PERFORM THE SERVICES
REASONABLY NECESSARY TO THE PERFORMANCE OF SUCH OBLIGATIONS.
FSI SHALL MAKE
SUCH SERVICE TECHNICIANS AND SPARE PARTS AVAILABLE TO METRON UPON TERMS AND
CONDITIONS TO BE MUTUALLY AGREED BY FSI AND METRON.
IN THE EVENT FSI PROVIDES
SERVICE TECHNICIANS OR