OF ANY OF ITS OBLIGATIONS
HEREUNDER.
THIS AGREEMENT WILL BE BINDING UPON, INURE TO THE BENEFIT OF AND BE
ENFORCEABLE BY THE PARTIES AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND
ASSIGNS.
SECTION 8.12
EXPENSES.
EXCEPT AS OTHERWISE
PROVIDED HEREIN, ALL COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE
PREPARATION, NEGOTIATION AND EXECUTION OF THIS AGREEMENT, THE COLLATERAL
AGREEMENTS, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING ANY
ADVISOR FEES AND EXPENSES, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY ARE CONSUMMATED (A) BY SELLERS OR ANY OF THEIR AFFILIATES (INCLUDING,
FOR COSTS INCURRED PRIOR TO THE CLOSING, THE MDL GROUP COMPANIES) SHALL BE PAID
BY SELLER, AND (B) BY BUYER OR ANY OF ITS AFFILIATES (INCLUDING, FOR COSTS
INCURRED FOLLOWING THE CLOSING, THE MDL GROUP COMPANIES) SHALL BE PAID BY BUYER.
SECTION 8.13
NO SET-OFF.
THE OBLIGATION OF
BUYER AND THE MDL GROUP COMPANIES TO PAY TO SELLERS THE PURCHASE PRICE AND ANY
OTHER PAYMENTS HEREUNDER OR UNDER THE TRANSITION SERVICES AGREEMENT OR ANY OTHER
SERVICES AGREEMENT SHALL NOT BE SUBJECT TO ANY RIGHT OF SET-OFF AGAINST ANY OF
SELLERS' OBLIGATIONS WHATSOEVER, AND BUYER AND THE MDL GROUP COMPANIES HEREBY
IRREVOCABLY WAIVE ANY AND ALL SUCH RIGHTS.
SECTION 8.14
NON-RECOURSE.
NO PAST, PRESENT OR
FUTURE DIRECTOR, OFFICER, EMPLOYEE, INCORPORATOR, AGENT, ATTORNEY OR
REPRESENTATIVE OF SELLERS OR THE MDL GROUP COMPANIES OR ANY OF THEIR RESPECTIVE
AFFILIATES SHALL HAVE ANY PERSONAL LIABILITY TO BUYER FOR ANY OBLIGATIONS OR
LIABILITIES OF SELLERS OR THE MDL GROUP COMPANIES UNDER THIS AGREEMENT OR ANY
COLLATERAL AGREEMENT OF OR FOR ANY CLAIM BASED ON, IN RESPECT OF, OR BY REASON
OF, THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY; PROVIDED THAT THE
FOREGOING WILL NOT AFFECT BUYER'S RECOURSE AGAINST SELLERS HEREUNDER.
56
SECTION 8.15
HEADINGS.
HEADINGS OF THE ARTICLES
AND SECTIONS OF THIS AGREEMENT, AND THE TABLE OF CONTENTS ARE FOR CONVENIENCE OF
THE PARTIES ONLY, AND SHALL BE GIVEN NO SUBSTANTIVE OR INTERPRETATIVE EFFECT
WHATSOEVER.
SECTION 8.16
WAIVERS.
EXCEPT AS OTHERWISE
PROVIDED IN THIS AGREEMENT, ANY FAILURE OF ANY OF THE PARTIES TO COMPLY WITH ANY
OBLIGATION, COVENANT, AGREEMENT OR CONDITION HEREIN MAY BE WAIVED BY THE PARTY
OR PARTIES ENTITLED TO THE BENEFITS THEREOF ONLY BY A WRITTEN INSTRUMENT SIGNED
BY THE PARTY GRANTING SUCH WAIVER, BUT SUCH WAIVER OR FAILURE TO INSIST UPON
STRICT COMPLIANCE WITH SUCH OBLIGATION, COVENANT, AGREEMENT OR CONDITION SHALL
NOT OPERATE AS A WAIVER OF, OR ESTOPPEL WITH RESPECT TO, ANY SUBSEQUENT OR OTHER
FAILURE.
SECTION 8.17
SCHEDULES.
THE SCHEDULES SHALL BE
CONSTRUED WITH AND AS AN INTEGRAL PART OF THIS AGREEMENT TO THE SAME EXTENT AS
IF THE SAME HAD BEEN SET FORTH VERBATIM HEREIN.
57
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective directors or officers thereunto duly authorized as of the
date first written above.
ELSEVIER INC.
By:
/s/ Youngsuk Chi
Name: Youngsuk Chi
Title: President and Vice Chairman
ELSEVIER SWISS HOLDINGS S.A.
By:
/s/ Maureen McArdle
Name: