Metron and FSI.
2.7
Single Payment.
Metron and FSI agree that all cash payments
required to be made under this Agreement shall be made solely by FSI to Metron
in United States Dollars.
Payment under this Article II by
FSI to Metron shall
constitute payment in full by FSI and the FSI Purchasing Affiliates of all
amounts due and payable under this Article II, and neither FSI nor the relevant
FSI Purchasing Affiliates shall have any obligations to make any payments
directly to the Metron Selling Affiliates.
Metron undertakes to transfer to
each of the Metron Selling Affiliates such amounts of the Purchase Price to
which each such Affiliate may be entitled based on its ownership or possession
of Product Inventory, Spare Parts Inventory and/or Demonstration Equipment
transferred pursuant to Articles III and IV.
2.8
Termination of Distribution Agreements; Effectiveness of Israel
Distribution Agreement.
(A)
THE PARTIES AGREE ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE
AFFILIATES THAT, AS OF THE CLOSING DATE, THE DISTRIBUTION AGREEMENTS SHALL
TERMINATE IN ACCORDANCE WITH THEIR TERMS BUT SUBJECT TO THE TERMS OF THIS
AGREEMENT.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTY AND SUCH
PARTY'S INSURERS, SUCCESSORS AND ASSIGNS, HEREBY RELEASES AND FOREVER
DISCHARGES, EFFECTIVE AS OF THE CLOSING DATE, THE OTHER PARTY HERETO AND ITS
AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS,
SUCCESSORS AND ASSIGNS FROM ANY AND ALL LIABILITIES, CLAIMS, DEMANDS AND CAUSES
OF ACTION, EITHER IN LAW OR IN EQUITY, KNOWN OR UNKNOWN, LIQUIDATED OR
UNLIQUIDATED, WHICH HAVE ARISEN OR MAY ARISE OUT OF OR ARE IN ANY WAY CONNECTED
WITH THE DISTRIBUTION AGREEMENTS ON ACCOUNT OF ANY ACT, OMISSION, EVENT,
OCCURRENCE, REPRESENTATION, WARRANTY, FAILURE, DEFAULT OR BREACH, ACTUAL OR
ASSERTED, OF ANY PARTY HERETO OR ITS OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS ON
OR PRIOR TO THE CLOSING DATE; PROVIDED, HOWEVER, THE PARTIES AGREE THAT THE
FOREGOING SHALL NOT APPLY TO THOSE PROVISIONS OF THE DISTRIBUTION AGREEMENTS AND
ASSOCIATED REMEDIES THAT, IN ACCORDANCE WITH SECTION 5.6 OF EACH DISTRIBUTION
AGREEMENT, SURVIVE THE CLOSING DATE.
THE PARTIES FURTHER AGREE ON BEHALF OF
THEMSELVES AND THEIR RESPECTIVE AFFILIATES THAT, AS OF THE EFFECTIVE DATE, THEIR
RESPECTIVE RIGHTS TO TERMINATE THE DISTRIBUTION AGREEMENTS UNDER THE TERMS OF
SUCH AGREEMENTS SHALL BE SUSPENDED AND OF NO FORCE AND EFFECT UNTIL SUCH TIME AS
THIS AGREEMENT IS TERMINATED IN ACCORDANCE WITH ITS TERMS.
(B)
SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, ON
THE CLOSING DATE, METRON AND FSI SHALL EXECUTE THE ISRAEL DISTRIBUTION
AGREEMENT.
-11-
ARTICLE III
REPURCHASE OF INVENTORY AND EQUIPMENT
3.1
Repurchase of Inventory.
(A)
SUBJECT TO FSI'S RIGHT OF INSPECTION AND APPROVAL PROVIDED IN
SECTION 3.3, ON THE CLOSING DATE, THE RELEVANT FSI PURCHASING AFFILIATES SHALL
REPURCHASE FROM THE RELEVANT METRON SELLING AFFILIATES (I) THE INVENTORY OF
PRODUCTS (SUCH INVENTORY, "PRODUCT INVENTORY") AS OF THE CLOSING DATE AND (II)
SPARE PARTS INVENTORY (SUCH INVENTORY, "SPARE PARTS INVENTORY") AS OF THE
CLOSING DATE, PROVIDED THAT IN EACH CASE SUCH INVENTORY WAS PURCHASED BY METRON
OR THE RELEVANT METRON SELLING