TO THE CLOSING DATE, OR AT SUCH OTHER
TIMES AS THE PARTIES MAY AGREE, METRON SHALL PROVIDE FSI WITH AN UPDATED
WARRANTY LISTING, INCLUDING A LISTING AS OF THE CLOSING DATE.
(D)
WITH RESPECT TO PARTS AND LABOR WARRANTIES FOR PRODUCTS OR SPARE
PARTS THAT ARE OUTSTANDING AS OF THE CLOSING DATE ("CLOSING DATE WARRANTY
OBLIGATIONS") ASSUMED BY FSI OR THE FSI PURCHASING AFFILIATES PURSUANT TO
SECTIONS 4.5(A) AND 4.5(B), METRON SHALL COMPENSATE FSI FOR THE ASSUMPTION OF
SUCH WARRANTIES.
THE AMOUNT OF COMPENSATION TO BE PAID BY METRON IN RESPECT OF
SUCH CLOSING DATE WARRANTY OBLIGATIONS (THE "WARRANTY COMPENSATION") SHALL BE
DETERMINED BY THE PARTIES BASED ON THE WARRANTY LISTING AND IN ACCORDANCE WITH
SECTIONS 4.5(A) AND 4.5(B).
PAYMENT OF THE WARRANTY COMPENSATION SHALL BE MADE
IN ACCORDANCE WITH THE TERMS OF ARTICLE II GOVERNING PAYMENT OF THE PURCHASE
PRICE.
(E)
IN THE EVENT THAT A CUSTOMER DOES NOT ACCEPT OR APPROVE THE
ASSUMPTION OF ITS PARTS AND LABOR WARRANTY BY FSI OR THE RELEVANT FSI PURCHASING
AFFILIATE, METRON SHALL OR SHALL CAUSE ITS AFFILIATES TO CONTINUE TO PERFORM ITS
OBLIGATIONS UNDER SUCH WARRANTY AND, UPON METRON'S REASONABLE REQUEST AND IN
CONNECTION THEREWITH, FSI SHALL 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.
METRON SHALL REIMBURSE FSI FOR
PROVIDING SUCH SERVICE TECHNICIANS AND SPARE PARTS.
THE AMOUNT TO BE REIMBURSED
IN RESPECT OF SERVICE TECHNICIANS SHALL BE BASED ON FSI'S COST PER HOUR FOR
SERVICE TECHNICIANS (IT BEING UNDERSTOOD THAT THE COST PER HOUR SHALL BE
CALCULATED BASED ON THE SALARY AND BENEFITS FOR THE SERVICE TECHNICIAN)
MULTIPLIED BY THE ACTUAL NUMBER OF HOURS WORKED BY THE SERVICE TECHNICIAN TO
SATISFY THE WARRANTY OBLIGATION.
THE AMOUNT TO BE REIMBURSED IN RESPECT OF
SPARE PARTS SHALL, UNLESS THE SPARE PART IS SUBJECT TO AN FSI WARRANTY, BE FSI'S
COST FOR THE SPARE PART.
IF THE SPARE PART IS SUBJECT TO AN FSI WARRANTY,
METRON SHALL HAVE NO OBLIGATION TO REIMBURSE FSI FOR THE SPARE PART.
ARTICLE V
ACCOUNTS RECEIVABLE AND INVOICES
5.1
Collection of Accounts Receivable.
(A)
METRON SHALL RETAIN ALL ACCOUNTS RECEIVABLE OUTSTANDING IN
CONNECTION WITH THE DISTRIBUTION BUSINESS AS OF THE CLOSING DATE (THE
"PRE-CLOSING ACCOUNTS RECEIVABLE"), AND, EXCEPT AS PROVIDED BELOW, SHALL BE
RESPONSIBLE FOR ALL COLLECTION ACTIVITIES FOR SUCH PRE-CLOSING
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Accounts Receivable.
Subject to Section 5.1(c), in the event that FSI or any of
its Affiliates receives a payment in respect of any Pre-Closing Account
Receivable, FSI shall within thirty (30) days of receipt of such payment pay
over such payment to Metron.
In the event that Metron or any of its Affiliates
receives a payment in respect of any an account receivable generated by FSI with
respect to the Distribution Business (excluding the Israel Distribution
Business) after the Closing Date, Metron shall within thirty (30) days of
receipt of such payment pay over such payment to FSI.
(B)
ON THE CLOSING DATE, METRON SHALL PROVIDE FSI