Common use of Guarantor’s Certificate Clause in Contracts

Guarantor’s Certificate. The Representatives shall have received on the Closing Date a certificate, dated the Closing Date, of the chairman, chief executive officer, chief financial officer or company secretary of RELX PLC stating that: (i) The representations, warranties and agreements of the Guarantor in Section 1 hereof are true and correct as of the Closing Date; the Guarantor has complied with all of its agreements contained herein; and the conditions set forth in Sections 6(a) and 6(b) hereof have been fulfilled; and (ii) They have carefully examined the Registration Statement, the Disclosure Package and the Final Prospectus and, in their opinion, (A) the Registration Statement, as of its effective date, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) each of the Disclosure Package and the Final Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) since the date of the most recent financial statements included in the Disclosure Package and the Final Prospectus, there has not occurred any event required by the Act or by the Rules and Regulations, the Exchange Act or the rules and regulations promulgated under the Exchange Act to be set forth in an amended or supplemented prospectus which has not been so set forth, and (D) since the date of the most recent financial statements included or incorporated by reference in the Registration Statement (exclusive of any amendment or supplement to such Registration Statement filed after the Execution Time), there has been no material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Combined Businesses taken as a whole, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

Guarantor’s Certificate. The Representatives shall have received on the Closing Date a certificate, dated the Closing Date, of the chairman, chief executive officer, officer or chief financial officer or company secretary of RELX Rxxx Elsevier PLC and a certificate, dated the Closing Date, of a member of the Executive Board of Rxxx Elsevier NV, each stating that: (i) The representations, warranties and agreements of the such Guarantor in Section 1 hereof are true and correct as of the Closing Date; the such Guarantor has complied with all of its agreements contained herein; and the conditions set forth in Sections 6(a) and 6(b) hereof have been fulfilled; and (ii) They have carefully examined the Registration Statement, the Disclosure Package Statements and the Final Prospectus and, in their opinion, (A) the each Registration Statement, as of its effective date, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) each of the Disclosure Package and the Final Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) since the effective date of the most recent financial statements included in the Disclosure Package and the Final Prospectus, latest Registration Statement there has not occurred any event required by the Act or by the Rules and Regulations, the Exchange Act or the rules and regulations promulgated under the Exchange Act to be set forth in an amended or supplemented prospectus which has not been so set forth, and (D) since the date of the most recent financial statements included or incorporated by reference in the Registration Statement Statements (exclusive of any amendment or supplement to such Registration Statement filed after the Execution Timethereto), there has been no material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Combined Businesses Rxxx Elsevier taken as a whole, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

Guarantor’s Certificate. The Representatives shall have received on the Closing Date a certificate, dated the Closing Date, of the chairman, chief executive officer, chief financial officer or company secretary of RELX Xxxx Elsevier PLC and a certificate, dated the Closing Date, of the chairman, chief executive officer, chief financial officer or company secretary of Xxxx Elsevier N.V., each stating that: (i) The representations, warranties and agreements of the such Guarantor in Section 1 hereof are true and correct as of the Closing Date; the such Guarantor has complied with all of its agreements contained herein; and the conditions set forth in Sections 6(a) and 6(b) hereof have been fulfilled; and (ii) They have carefully examined the Registration Statement, the Disclosure Package and the Final Prospectus and, in their opinion, (A) the Registration Statement, as of its effective date, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) each of the Disclosure Package and the Final Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) since the date of the most recent financial statements included in the Disclosure Package and the Final Prospectus, there has not occurred any event required by the Act or by the Rules and Regulations, the Exchange Act or the rules and regulations promulgated under the Exchange Act to be set forth in an amended or supplemented prospectus which has not been so set forth, and (D) since the date of the most recent financial statements included or incorporated by reference in the Registration Statement (exclusive of any amendment or supplement to such Registration Statement filed after the Execution Time), there has been no material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Combined Businesses taken as a whole, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

Guarantor’s Certificate. The Representatives shall have received on the Closing Date a certificate, dated the Closing Date, of the chairman, chief executive officer, chief financial officer or company secretary of RELX PLC and a certificate, dated the Closing Date, of the chairman, chief executive officer, chief financial officer or company secretary of RELX N.V., each stating that: (i) The representations, warranties and agreements of the such Guarantor in Section 1 hereof are true and correct as of the Closing Date; the such Guarantor has complied with all of its agreements contained herein; and the conditions set forth in Sections 6(a) and 6(b) hereof have been fulfilled; and (ii) They have carefully examined the Registration Statement, the Disclosure Package and the Final Prospectus and, in their opinion, (A) the Registration Statement, as of its effective date, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) each of the Disclosure Package and the Final Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) since the date of the most recent financial statements included in the Disclosure Package and the Final Prospectus, there has not occurred any event required by the Act or by the Rules and Regulations, the Exchange Act or the rules and regulations promulgated under the Exchange Act to be set forth in an amended or supplemented prospectus which has not been so set forth, and (D) since the date of the most recent financial statements included or incorporated by reference in the Registration Statement (exclusive of any amendment or supplement to such Registration Statement filed after the Execution Time), there has been no material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Combined Businesses taken as a whole, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).