CLOSING, SUCH THAT AFTER THE CLOSING, NONE
OF THE MDL GROUP COMPANIES SHALL HAVE ANY FURTHER RIGHTS OR LIABILITIES
THEREUNDER.
(G)
BUYER AND SELLERS SHALL COOPERATE FULLY, AS
AND TO THE EXTENT REASONABLY REQUESTED BY THE OTHER PARTY, IN CONNECTION WITH
THE PREPARATION AND FILING OF ANY TAX RETURN (INCLUDING ANY REPORT REQUIRED
PURSUANT TO SECTION 6043A OF THE CODE AND ALL TREASURY REGULATIONS PROMULGATED
THEREUNDER), ANY AUDIT, LITIGATION OR OTHER PROCEEDING WITH RESPECT TO TAXES.
BUYER AND SELLERS FURTHER AGREE, UPON REQUEST, TO USE ALL REASONABLE COMMERCIAL
EFFORTS TO OBTAIN ANY CERTIFICATE OR OTHER DOCUMENT FROM ANY GOVERNMENTAL
AUTHORITY OR CUSTOMER OF THE MDL GROUP COMPANIES OR ANY OTHER PERSON AS MAY BE
NECESSARY TO MITIGATE, REDUCE OR ELIMINATE ANY TAX THAT COULD BE IMPOSED
(INCLUDING BUT NOT LIMITED TO WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY).
(H)
AT THE CLOSING, ELSEVIER INC. SHALL DELIVER,
AND SHALL CAUSE MDL US TO DELIVER, TO BUYER (I) A STATEMENT CONFORMING TO THE
REQUIREMENTS OF TREASURY REGULATION SECTION 1.1445-2(C)(3) OR 1.1445-2(B)(2), AS
APPLICABLE; AND (II) THE NOTIFICATION TO THE INTERNAL REVENUE SERVICE REQUIRED
UNDER TREASURY REGULATION SECTION 1.897 - 2(H)(2).
(I)
ALL PAYMENTS AND AMOUNTS PAYABLE BY
BUYER TO ANY OF THE SELLERS UNDER THIS AGREEMENT WILL BE SUBJECT TO DEDUCTION
AND WITHHOLDING FOR OR ON ACCOUNT OF ANY TAX TO THE EXTENT REQUIRED BY
APPLICABLE LAW, AND ANY AMOUNT SO DEDUCTED OR WITHHELD SHALL BE TREATED AS
ACTUALLY PAID TO SELLERS.
36
SECTION 4.9
USE OF BUSINESS NAMES BY BUYER
AND THE MDL GROUP COMPANIES.
(A)
EXCEPT AS EXPRESSLY PROVIDED IN THIS
SECTION 4.9(A) OR IN THE TRANSITION SERVICES AGREEMENT OR THE SERVICES
AGREEMENTS, BUYER SHALL NOT USE OR DO BUSINESS, AND SHALL CAUSE THE MDL GROUP
COMPANIES NOT TO USE OR DO BUSINESS, DIRECTLY OR INDIRECTLY, OR ALLOW ANY OF
THEIR AFFILIATES TO USE OR DO BUSINESS, UNDER THE NAMES AND/OR MARKS "ELSEVIER,"
"REED," "REED ELSEVIER" OR ANY OTHER TRADEMARKS, TRADE NAMES, SERVICE MARKS,
LOGOS AND DESIGNATIONS OF SELLERS OR OF ITS AFFILIATES (OR ANY OTHER NAMES
CONFUSINGLY SIMILAR TO SUCH NAMES AND MARKS).
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 THE MDL GROUP COMPANIES, BUYER AND THE MDL
GROUP COMPANIES 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, BUYER SHALL IMMEDIATELY CEASE, AND
SHALL CAUSE THE MDL GROUP COMPANIES TO 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 SELLERS OR THEIR AFFILIATES FOR ANY PURPOSE.
(B)
EXCEPT AS OTHERWISE PROVIDED IN THE
TRANSITION SERVICES AGREEMENT OR SERVICES AGREEMENTS, FROM AND AFTER THE CLOSING
DATE, SELLERS SHALL NOT, DIRECTLY OR INDIRECTLY, USE