ANY DISPUTE,
CLAIM, SUIT, RIGHT, DAMAGES, JUDGMENTS, EXPENSES, AFFIRMATIVE DEFENSES, ACTIONS
AND CAUSES OF ACTION OF EVERY KIND AND NATURE, IN LAW, EQUITY OR OTHERWISE, THAT
RELATES TO THE MATTERS SET FORTH ON SCHEDULE II, WHETHER BROUGHT PURSUANT TO
COMMON LAW, STATUTE, AGREEMENT, ANY INSURANCE POLICY HELD BY THE COMPANY OR ANY
OF ITS SUBSIDIARIES, THE CERTIFICATE OF INCORPORATION, BYLAWS OR SIMILAR
ORGANIZATIONAL DOCUMENTS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, THE DGCL OR
OTHERWISE.
EACH STOCKHOLDER ACKNOWLEDGES THAT THE RELEASES SET FORTH IN THIS
SECTION 4.6 HAVE PROVIDED A MATERIAL INDUCEMENT TO PARENT'S WILLINGNESS TO ENTER
INTO THE MERGER AGREEMENT AND WITHOUT SUCH RELEASES PARENT WOULD NOT HAVE BEEN
WILLING TO ENTER INTO THE MERGER AGREEMENT, WHICH AGREEMENT PROVIDES TO THE
STOCKHOLDERS SUBSTANTIALLY BENEFIT AND ACCORDINGLY EACH STOCKHOLDER WILLINGLY
GRANTS THIS RELEASE IN CONSIDERATION THEREFOR AND FOR OTHER GOOD AND VALUABLE
CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED.
5
ARTICLE V.
MISCELLANEOUS
5.1.
DEFINITIONS.
ALL CAPITALIZED TERMS USED BUT
NOT OTHERWISE DEFINED IN THIS AGREEMENT HAVE THE MEANINGS ASSIGNED TO SUCH TERMS
IN THE MERGER AGREEMENT.
5.2.
NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES
AND AGREEMENTS.
UPON TERMINATION OF THIS AGREEMENT, AS FURTHER SET FORTH IN
SECTION 5.13 HEREOF, ALL REPRESENTATIONS, WARRANTIES AND AGREEMENTS MADE BY THE
PARTIES TO THIS AGREEMENT SHALL TERMINATE; PROVIDED, THAT THE PROVISION SET
FORTH IN SECTION 4.6 SHALL SURVIVE TERMINATION UPON THE EFFECTIVE TIME AND THE
PROVISIONS OF THIS ARTICLE V HEREOF SHALL SURVIVE ANY TERMINATION OF THIS
AGREEMENT.
5.3.
EXPENSES.
EXCEPT AS OTHERWISE PROVIDED
HEREIN, ALL COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT SHALL BE PAID BY THE PARTY INCURRING SUCH COSTS
AND EXPENSES.
5.4.
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS
GIVEN OR MADE PURSUANT HERETO SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE
BEEN DULY GIVEN OR MADE (A) AS OF THE DATE DELIVERED OR SENT BY FACSIMILE IF
DELIVERED PERSONALLY OR BY FACSIMILE, CONFIRMATION RECEIVED, (B) ON THE FIRST
BUSINESS DAY FOLLOWING THE DATE OF DISPATCH IF DELIVERED BY A RECOGNIZED
NEXT-DAY COURIER SERVICE AND (C) ON THE THIRD BUSINESS DAY AFTER DEPOSIT IN THE
U.S. MAIL, IF MAILED BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID, RETURN
RECEIPT REQUESTED), IN EACH CASE TO THE PARTIES AT THE FOLLOWING ADDRESSES (OR
AT SUCH OTHER ADDRESS FOR A PARTY AS SHALL BE SPECIFIED BY LIKE NOTICE, EXCEPT
THAT NOTICES OF CHANGES OF ADDRESS SHALL BE EFFECTIVE UPON RECEIPT):
If to a Stockholder, at the address or facsimile number of such Stockholder set
forth on Schedule I, with a copy (which shall not constitute notice) to:
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY
10019
Attention:
Steven J. Gartner, Esq.
Facsimile No.:
(212) 728-9222
If to Parent:
The Thomson Corporation
Metro Center
One Station Place
Stamford, Connecticut
06902
Attention: Carl Tobiasen
Facsimile: (203) 539-7552
With a copy (which shall not constitute notice) to:
Covington & Burling
1330 Avenue of the Americas
New York, New York
10019
6
Attention: J. D. Weinberg, Esq.
Facsimile