Common use of Secretary's Certificates; Good Standing Clause in Contracts

Secretary's Certificates; Good Standing. The U.K. Stockholder shall have received (a) certificates, dated the Closing Date and signed by the secretary of the U.S. Companies certifying the truth and correctness of attached copies of the U.S. Companies' respective Certificates of Incorporation (including amendments thereto) and By-Laws (including amendments thereto) and such other matters as may reasonably be requested by the U.K. Stockholder, (b) a certificate, dated the Closing Date and signed by the secretary of Healthworld, certifying the truth and correctness of attached copies of Healthworld's certificate of incorporation (including amendments thereto) and by-laws (including amendments thereto) and such other matters as may reasonably be requested by the U.K. Stockholder, and (c) a certificate of good standing for Healthworld in the State of Delaware.

Secretary's Certificates; Good Standing. The U.K. Stockholder shall have received (a) certificates, dated the Closing Date and signed by the secretary of the U.S. Companies certifying the truth and correctness of attached copies of the U.S. Companies' respective Certificates of Incorporation (including amendments thereto) and By-Laws (including amendments thereto) and such other matters as may reasonably be requested by the U.K. Stockholder, (b) a certificate, dated the Closing Date and signed by the secretary of Healthworld, certifying the truth and correctness of attached copies of Healthworld's certificate of Healthworld Agreement and Plan of Organization/UK -------------------------------------------------------------------------------- incorporation (including amendments thereto) and by-laws (including amendments thereto) and such other matters as may reasonably be requested by the U.K. Stockholder, and (c) a certificate of good standing for Healthworld in the State of Delaware.

Secretary's Certificates; Good Standing. The U.K. Stockholder U.S. Stockholders shall have received (a) certificates, dated the Closing Date and signed by the secretary of the U.S. Companies U.K. Company and each of its Subsidiaries, certifying the truth and correctness of attached copies of the U.S. CompaniesU.K. Company's and each of its Subsidiaries' respective Certificates Memorandum and Articles of Incorporation (including amendments thereto) and By-Laws Association (including amendments thereto) and such other matters as may reasonably be requested by the U.K. StockholderU.S. Stockholders, (b) a certificate, certificate dated the Closing Date and signed by the secretary of Healthworld, certifying the truth and correctness of attached copies of Healthworld's certificate of incorporation (including amendments thereto) and by-laws (including amendments thereto) and such other matters as may reasonably be requested by the U.K. Stockholder), and (c) a certificate of good standing for Healthworld in the State of Delaware.