OR DO BUSINESS, OR ALLOW
ANY OF THEIR AFFILIATES TO USE OR DO BUSINESS, UNDER THE "MDL" NAME AND/OR MARK
OR ANY OTHER TRADEMARK, TRADE NAME, SERVICE MARK, LOGO AND DESIGNATION OF THE
MDL GROUP COMPANIES, BUYER OR OF BUYER'S AFFILIATES (OR ANY OTHER NAMES
CONFUSINGLY SIMILAR TO SUCH NAME AND MARK).
NOTWITHSTANDING THE FOREGOING, TO
THE EXTENT THAT ANY SUCH NAMES AND MARKS APPEAR, AS OF THE CLOSING DATE, ON ANY
PREVIOUSLY PRINTED STATIONERY, SIGNAGE, INVOICES, PACKAGING, ADVERTISING AND
PROMOTIONAL MATERIALS, PACKING AND SHIPPING MATERIALS AND OTHER SIMILAR
MATERIALS USED OR HELD FOR USE BY SELLERS, SELLERS MAY USE, WITHOUT ALTERATION,
SUCH PREVIOUSLY MARKED MATERIALS FROM AND AFTER THE CLOSING DATE FOR A PERIOD
NOT TO EXCEED SIX (6) MONTHS, PROVIDED THAT, AFTER SUCH SIX-MONTH PERIOD,
SELLERS SHALL IMMEDIATELY CEASE ALL USE OF SUCH MATERIALS AND SHALL NOT HAVE ANY
FURTHER RIGHT TO USE SUCH NAMES AND MARKS OR ANY OTHER NAMES AND MARKS OF THE
MDL GROUP COMPANIES, BUYER OR OF BUYER'S AFFILIATES FOR ANY PURPOSE EXCEPT AS
OTHERWISE PROVIDED IN THE TRANSITION SERVICES AGREEMENT.
SECTION 4.10
PRESERVATION OF RECORDS.
SELLERS
AND BUYER AGREE THAT EACH OF THEM SHALL PRESERVE AND KEEP THE RECORDS HELD BY
THEM RELATING TO THE BUSINESS OF THE MDL GROUP COMPANIES FOR A PERIOD OF SEVEN
(7) YEARS FROM THE CLOSING DATE AND SHALL MAKE SUCH RECORDS AND PERSONNEL
AVAILABLE TO THE OTHER AS MAY BE REASONABLY REQUIRED BY SUCH PARTY IN CONNECTION
WITH, AMONG OTHER THINGS, ANY TAX AUDITS, ANY INSURANCE CLAIMS BY OR LEGAL
PROCEEDINGS AGAINST OR GOVERNMENTAL INVESTIGATIONS OF SELLERS OR BUYER OR ANY OF
THEIR AFFILIATES OR IN ORDER TO ENABLE SELLERS OR BUYER TO COMPLY WITH THEIR
RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT AND EACH OTHER AGREEMENT, DOCUMENT
OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY.
SECTION 4.11
MAIL AND COMMUNICATIONS.
SELLERS
SHALL PROMPTLY REMIT TO BUYER ANY MAIL OR OTHER COMMUNICATIONS OF THE MDL GROUP
COMPANIES RECEIVED BY SELLERS FROM AND AFTER THE CLOSING DATE.
BUYER SHALL
CAUSE THE MDL GROUP COMPANIES TO PROMPTLY REMIT TO SELLERS ANY MAIL OR OTHER
COMMUNICATIONS OF SELLERS RECEIVED BY THE MDL GROUP COMPANIES FROM AND AFTER THE
CLOSING DATE.
37
SECTION 4.12
INTERCOMPANY BALANCES AND CASH
POOLING ARRANGEMENTS; CASH SETTLEMENT.
(A)
BUYER AND SELLERS ACKNOWLEDGE AND AGREE
THAT, AS OF THE CLOSING DATE, ALL INTERCOMPANY ACCOUNT BALANCES AND CASH POOLING
ARRANGEMENTS BETWEEN THE MDL GROUP COMPANIES, ON THE ONE HAND, AND SELLERS AND
THEIR AFFILIATES, ON THE OTHER HAND ("INTERCOMPANY BALANCES"), SHALL BE
ELIMINATED, EITHER THROUGH THE CAPITALIZATION, DIVIDEND AND/OR CANCELLATION OF
SUCH INTERCOMPANY BALANCES OR OTHERWISE, SUCH THAT, AS OF THE CLOSING DATE AND
THEREAFTER, EXCEPT PURSUANT TO THE TRANSITION SERVICES AGREEMENT OR THE SERVICES
AGREEMENTS, (I) NO AMOUNTS SHALL BE PAYABLE (X) BY THE MDL GROUP COMPANIES TO
SELLERS OR ANY OF THEIR AFFILIATES IN RESPECT OF ANY INTERCOMPANY BALANCES OR
(Y) TO THE MDL GROUP COMPANIES BY SELLERS OR ANY OF THEIR AFFILIATES IN RESPECT
OF ANY INTERCOMPANY BALANCES, AS THE CASE MAY BE, AND (II) NO PARTY HERETO