BY SELLER OR BUYER PURSUANT TO SECTION 6.1 HEREOF, WRITTEN NOTICE THEREOF SHALL
FORTHWITH BE GIVEN TO THE OTHER PARTY.
IF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT ARE TERMINATED AS PROVIDED HEREIN:
(a)
Each party will redeliver all documents,
work papers and other material of any other party relating to the transactions
contemplated hereby, whether so obtained before or after the execution hereof,
to the party furnishing the same; provided that each party may retain one copy
of all such documents for archival purposes in the custody of its outside
counsel; and
47
(b)
All confidential information received by any
party hereto with respect to the business of any other party or its Affiliates
shall be treated in accordance with the provisions of the Non-Disclosure
Agreement entered into among Buyer and Sellers, which shall survive the
termination of this Agreement.
SECTION 6.3
EFFECT OF TERMINATION.
IF
THIS AGREEMENT IS TERMINATED AND THE TRANSACTIONS CONTEMPLATED HEREBY ARE
ABANDONED PURSUANT TO SECTION 6.1, THIS AGREEMENT SHALL BECOME VOID AND OF NO
FURTHER FORCE AND EFFECT, EXCEPT FOR THE PROVISIONS OF (A) ARTICLE VIII, (B)
SECTION 4.6 RELATING TO PUBLICITY, (C) SECTIONS 2.17 AND 3.6 RELATING TO
FINDERS' FEES AND BROKERS' FEES OR COMMISSIONS, AND (D) SECTION 6.2 AND THIS
SECTION 6.3.
NOTHING IN THIS ARTICLE VI SHALL BE DEEMED TO RELEASE ANY PARTY
FROM ANY LIABILITY FOR ANY MATERIAL BREACH BY SUCH PARTY OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
ARTICLE VII
INDEMNIFICATION
SECTION 7.1
SURVIVAL.
THE REPRESENTATIONS
AND WARRANTIES OF THE PARTIES UNDER THIS AGREEMENT SHALL SURVIVE THE EXECUTION
AND DELIVERY OF THIS AGREEMENT AND SHALL CONTINUE IN FULL FORCE AND EFFECT AFTER
THE DATE HEREOF FOR A PERIOD OF EIGHTEEN (18) MONTHS FROM THE CLOSING DATE;
PROVIDED THAT THE REPRESENTATIONS AND WARRANTIES OF SELLERS CONTAINED IN
SECTIONS 2.2, 2.4 AND 2.16 AND OF BUYER CONTAINED IN SECTIONS 3.1 AND 3.2 SHALL
SURVIVE THE CLOSING AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY
INDEFINITELY OR UNTIL THE LATEST DATE PERMITTED BY LAW.
THE COVENANTS OR
AGREEMENTS CONTAINED IN THIS AGREEMENT THAT BY THEIR TERMS ARE TO BE PERFORMED
AFTER THE CLOSING DATE SHALL CONTINUE UNTIL FULLY DISCHARGED.
NO ACTION FOR A
BREACH OF ANY REPRESENTATION OR WARRANTY CONTAINED HEREIN SHALL BE BROUGHT AFTER
THE EXPIRATION OF THE SURVIVAL OF SUCH REPRESENTATION OR WARRANTY, EXCEPT FOR
CLAIMS OF WHICH A PARTY HAS RECEIVED WRITTEN NOTIFICATION SETTING FORTH IN
REASONABLE DETAIL THE CLAIMED MISREPRESENTATION OR BREACH OF WARRANTY, COVENANT
OR UNDERTAKING PRIOR TO SUCH EXPIRATION.
SECTION 7.2
INDEMNIFICATION BY ELSEVIER
INC.
(A)
SUBJECT TO THE RESTRICTIONS AND LIMITATIONS
IN THIS ARTICLE VII, ELSEVIER INC., AND NOT ANY OTHER SELLER, SHALL INDEMNIFY
BUYER, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS (COLLECTIVELY, "BUYER INDEMNITEES") AGAINST AND HOLD THEM
HARMLESS FROM ANY LOSS, LIABILITY, COST OR EXPENSE (INCLUDING REASONABLE LEGAL
FEES AND EXPENSES) (COLLECTIVELY, "LOSSES") SUFFERED OR INCURRED BY SUCH BUYER
INDEMNITEES TO THE EXTENT ARISING FROM (I) ANY BREACH OF ANY REPRESENTATION OR
WARRANTY OF SELLERS CONTAINED IN