Exhibit 10.20


 




 





 


ASSET PURCHASE
AGREEMENT


 


between


 


CRC PRESS LLC,


 


CRC PRESS
(U.K.) LLC,


 


INFORMATION
HOLDINGS INC.


 


and


 


PARTHENON INC.


 


and


 


CRC PRESS I
LLC


 


ROUTLEDGE NO.
2 LIMITED


 


Dated as
February 27, 2003




 


 





 

















 


TABLE OF
CONTENTS


 


	
  SECTION 1.

  	
  SALE OF ASSETS AND ASSUMPTION OF
  LIABILITIES

  
	
   

  	
   

  
	
  1.1.

  	
  Sale of Assets

  
	
  1.2.

  	
  Assets

  
	
  1.3.

  	
  Allocation of the Assets

  
	
  1.4.

  	
  Excluded Assets

  
	
  1.5.

  	
  Assumed Liabilities

  
	
  1.6.

  	
  Excluded Liabilities

  
	
   

  	
   

  
	
  SECTION 2.

  	
  PURCHASE PRICE AND ADJUSTMENTS

  
	
   

  	
   

  
	
  2.1.

  	
  Purchase Price

  
	
  2.2.

  	
  Net Tangible Asset Adjustments

  
	
   

  	
   

  
	
  SECTION 3.

  	
  REPRESENTATIONS AND WARRANTIES OF THE
  SELLERS AND IHI

  
	
   

  	
   

  
	
  3.1.

  	
  Corporate Existence

  
	
  3.2.

  	
  Corporate Authority

  
	
  3.3.

  	
  Governmental Approvals; Consents

  
	
  3.4.

  	
  Financial Statements

  
	
  3.5.

  	
  Absence of Undisclosed Liabilities

  
	
  3.6.

  	
  Absence of Changes

  
	
  3.7.

  	
  Real and Personal Properties

  
	
  3.8.

  	
  Contracts

  
	
  3.9.

  	
  Litigation, Default

  
	
  3.10.

  	
  Intellectual Property Rights

  
	
  3.11.

  	
  Insurance

  
	
  3.12.

  	
  Tax Matters

  
	
  3.13.

  	
  Employment and Benefits

  
	
  3.14.

  	
  Permits, Licenses and Franchises

  
	
  3.15.

  	
  Environmental Laws

  
	
  3.16.

  	
  Compliance with Laws

  
	
  3.17.

  	
  Material Assets

  
	
  3.18.

  	
  Finders; Brokers

  
	
  3.19.

  	
  No Other Representations and Warranties

  
	
   

  	
   

  
	
  SECTION 4.

  	
  REPRESENTATIONS OF THE BUYERS

  
	
   

  	
   

  
	
  4.1.

  	
  Corporate Existence

  
	
  4.2.

  	
  Corporate Authority

  
	
  4.3.

  	
  Governmental Approvals; Consents

  
	
  4.4.

  	
  Finders; Brokers

  
	
  4.5.

  	
  Financial Capacity

  
	
  4.6.

  	
  No Other Representations or Warranties

  



 


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  SECTION 5.

  	
  AGREEMENTS OF THE BUYERS AND THE SELLERS

  
	
   

  	
   

  
	
  5.1.

  	
  Operation of the Business

  
	
  5.2.

  	
  Investigation of Business

  
	
  5.3.

  	
  Mutual Cooperation; No Inconsistent Action

  
	
  5.4.

  	
  Public Disclosures

  
	
  5.5.

  	
  Access to Records and Personnel

  
	
  5.6.

  	
  Employee Relations and Benefits

  
	
  5.7.

  	
  Transition Services

  
	
  5.8.

  	
  Non-Solicitation of Employees

  
	
  5.9.

  	
  Covenant Not to Compete

  
	
  5.10.

  	
  Use of Names

  
	
  5.11.

  	
  Confidentiality

  
	
  5.12.

  	
  Tax Cooperation; Allocation of Taxes

  
	
  5.13.

  	
  Value Added Tax

  
	
  5.14.

  	
  Parthenon Acquisition Agreement

  
	
  5.15.

  	
  Parthenon Shares

  
	
  5.16.

  	
  No Claims

  
	
  5.17.

  	
  Separate Warranties

  
	
  5.18.

  	
  Bring Down

  
	
  5.19.

  	
  Parthenon Acquisition Agreement

  
	
  5.20.

  	
  Section 338 Election

  
	
  5.21.

  	
  Dividends

  
	
   

  	
   

  
	
  SECTION 6.

  	
  CONDITIONS

  
	
   

  	
   

  
	
  6.1.

  	
  Conditions Precedent to Obligations of the
  Buyers and the Sellers

  
	
  6.2.

  	
  Conditions Precedent to Obligation of the
  Sellers

  
	
  6.3.

  	
  Conditions Precedent to Obligation of the
  Buyers

  
	
   

  	
   

  
	
  SECTION 7.

  	
  CLOSING

  
	
   

  	
   

  
	
  7.1.

  	
  Closing Date

  
	
  7.2.

  	
  The Buyers’ Deliveries

  
	
  7.3.

  	
  The Sellers’ Deliveries

  
	
  7.4.

  	
  The Sellers’ Obligations

  
	
   

  	
   

  
	
  SECTION 8.

  	
  INDEMNIFICATION

  
	
   

  	
   

  
	
  8.1.

  	
  Indemnification by the Sellers and IHI

  
	
  8.2.

  	
  Indemnification by the Buyers

  
	
  8.3.

  	
  Indemnification Calculations

  
	
   

  	
   

  
	
  SECTION 9.

  	
  TERMINATION

  
	
   

  	
   

  
	
  9.1.

  	
  Termination Events

  
	
  9.2.

  	
  Effect of Termination

  
	
   

  	
   

  
	
  SECTION 10.

  	
  ALTERNATIVE DISPUTE RESOLUTION

  
	
   

  	
   

  
	
  SECTION 11.

  	
  MISCELLANEOUS

  
	
   

  	
   

  
	
  11.1.

  	
  Defined Terms

  



 


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  11.2.

  	
  Notices

  
	
  11.3.

  	
  Survival

  
	
  11.4.

  	
  Bulk Transfers

  
	
  11.5.

  	
  Further Assurances; Asset Returns

  
	
  11.6.

  	
  Other Covenants

  
	
  11.7.

  	
  Expenses

  
	
  11.8.

  	
  Non-Assignability

  
	
  11.9.

  	
  Amendment; Waiver

  
	
  11.10.

  	
  Reliance by the Buyers; Representations and Warranties; Schedules and
  Exhibits

  
	
  11.11.

  	
  Third Parties

  
	
  11.12.

  	
  Governing Law

  
	
  11.13.

  	
  Consent to Jurisdiction

  
	
  11.14.

  	
  Certain Definitions

  
	
  11.15.

  	
  Entire Agreement

  
	
  11.16.

  	
  Section Headings; Table of Contents

  
	
  11.17.

  	
  Severability

  
	
  11.18.

  	
  Counterparts

  
	
   

  	
   

  
	
  EXHIBIT A

  	
  -

  	
  Form of Escrow Agreement

  
	
  EXHIBIT B

  	
  -

  	
  Form of Mayo
  Agreement

  
	
  EXHIBIT C

  	
  -

  	
  Form of
  Assumption Agreement

  
	
  EXHIBIT D

  	
  -

  	
  Form of Bill
  of Sale and Assignment Agreement

  
	
  EXHIBIT E

  	
  -

  	
  Form of
  Trademark Assignment

  
	
  EXHIBIT F

  	
  -

  	
  Form of
  Copyright Assignment

  
	
   

  	
   

  
	
  SCHEDULE 1.2(i)

  	
  -

  	
  Particulars Relating to Parthenon Ltd.

  
	
  SCHEDULE 3.1(d)

  	
  -

  	
  Parthenon Warranties

  
	
  SCHEDULE 5.14

  	
  -

  	
  Tax Covenants in Respect of Parthenon Ltd.

  
						



 


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ASSET PURCHASE
AGREEMENT


 


THIS ASSET PURCHASE
AGREEMENT, dated as of February 27, 2003  (hereinafter
“Agreement”), between CRC PRESS LLC, a Delaware limited liability
company (“CRC Press”), CRC PRESS (U.K.) LLC, a Delaware limited
liability company (“CRC Press (U.K.)”), PARTHENON INC., a New Jersey
corporation (“Parthenon Inc.”) and, together with CRC Press and CRC
Press (U.K.), the “Sellers”), Information Holdings Inc., a Delaware
corporation and the ultimate parent of CRC Press (“IHI”) and CRC PRESS I LLC, a
Delaware limited liability company and wholly owned subsidiary through one or
more of its affiliates of Taylor & Francis Group plc (the “U.S. Buyer”)
and ROUTLEDGE NO. 2 LIMITED, a company incorporated in England and Wales and
wholly owned subsidiary of Taylor & Francis Group plc (the “U.K. Buyer”
and, together with the U.S. Buyer, the “Buyers”).


 


W I T N E S S
E T H:


 


WHEREAS, the
Sellers together with Parthenon Ltd. (as hereinafter defined) are engaged in
the business of medical communication and publishing books and journals,
including in the scientific, technical and medical fields and other technical
materials (the “Business”); or, where the context so requires, that part
of the Business being carried out in the U.K., (the “U.K. Business”);


 


WHEREAS, the
Buyers desire to purchase from the Sellers and the Sellers desire to sell to
the Buyers, on the terms and subject to the conditions of this Agreement,
substantially all of the assets and certain liabilities of the Sellers,
including the entire authorized share capital of Parthenon Ltd.; and


 


WHEREAS, the
Buyers have requested IHI, the ultimate parent of CRC Press, to join in this
Agreement and the Buyers would not have entered into this Agreement without IHI
becoming a party hereto.


 


NOW, THEREFORE, in
consideration of the foregoing representations, warranties, covenants and
agreements herein contained, the parties hereto hereby agree as follows:


 


SECTION 1.

SALE OF ASSETS AND ASSUMPTION OF LIABILITIES


 


1.1.                              Sale
of Assets.  Subject to the
satisfaction or waiver of the Conditions set forth in this Agreement, at the
Closing and as of the Closing Date, the Sellers shall sell, assign, transfer,
convey and deliver to the Buyers, and the Buyers shall purchase or assume, as
the case may be, free and clear of all Encumbrances, other than Permitted
Liens, and together with all accrued benefits and rights now or hereafter
attaching thereto, all of the Sellers’ assets, rights, properties, claims,
contracts associated with the Business of every kind, nature, character and
description, tangible and intangible, real, personal or mixed, and the Business
wherever located, other than the Excluded Assets described in Section 1.4
hereof (the “Assets”).  As of the
Closing, risk of loss as to the Assets shall pass from the Sellers to the
Buyers, but only to the extent of the Assumed Liabilities or other liabilities
arising after the Closing Date.


 

















 


1.2.                              Assets.  The Assets to be purchased by the Buyers at
the Closing include, without limitation, the following:


 


(a)                                  Machinery
and Equipment.  All machinery,
vehicles, furniture, fixtures, equipment and other items of personal property
owned by the Sellers on the Closing Date (the “Machinery”) and all
warranties and guarantees, if any, express or implied, existing for the benefit
of the Sellers in connection with the Machinery, to the extent transferable.


 


 


(b)                                 Intellectual
Property.  All right, title and
interest in and to any of the Intellectual Property owned, used, held,
developed, or under development by any and all of the Sellers (“Seller
Intellectual Property”).  “Intellectual
Property” shall mean all of the following: 
(i) registered and unregistered trademarks service marks, names,
slogans, logos, symbols, trade dress, and trade names, trademark and service
mark applications, trademark and service mark registrations, and any and all
goodwill symbolized thereby and associated therewith; (ii) patents, including,
without limitation, reissues and reexamined patents, substitutes, divisions,
continuations, continuations-in-part, renewals, extensions, and patent
applications, whenever filed  and
whenever issued, including, without limitation, all priority rights resulting
from such applications, designs, formulas, ideas, concepts, methods, processes,
discoveries, and inventions; (iii) computer software (in object code and source
code), programs, systems, algorithms, menu structures, syntax, and
applications, with the exception of commercially available, off-the-shelf
software; (iv) trade secrets, information, and know-how; (v) registered and
unregistered copyrights in all works, software programs, copyright
registrations, copyright renewals, works of authorship, databases, copyright
applications, rights to prepare derivative works, and moral rights; (vi) domain
names; (vii) any and all other intellectual property assets of any nature
whatever; and (viii) any and all right, title, and interest in and to any and
all of the foregoing, including, but not limited to the right to sue for past,
present, and future infringement.


 


(c)                                  Contracts.  All of the Sellers’ right, title and
interest under and the benefit of the Contracts to which any of the Sellers is
a party or by which any of the Sellers is bound as of the Closing Date.


 


(d)                                 Permits.  To the extent transferable, all Permits
owned by the Sellers.


 


(e)                                  Publications.  The Sellers’ right, title and interest in
(i) the publications (books, journals, newsletters, and otherwise) produced by
one or more of the Sellers (including those publications related to the
Contracts) whether complete, work-in-progress, published, or unpublished, (ii)
the publications in process by or on behalf of one or more of the Sellers,
(iii) the publications acquired by or with respect to which rights have been
granted to one or more of the Sellers, and (iv) the publications under contract
with one or more of the Sellers, including, without limitation, all updates,
supplements and revisions thereto and other accompanying materials relating
thereto (the “Publications”).


 


(f)                                    Accounts
Receivable.  All deposits, trade
accounts receivable and other amounts due from any party to the Sellers, other
than the Excluded Assets, as of the Closing Date.


 


(g)                                 Inventory.  All audio and video tapes, manuscripts,
editorial material (including, without limitation, revisions, plans, reviews,
reviews of competitive works, production


 


2

















 


records and author correspondence), back
issues and superseded editions, and inventory of every sort and in any medium
used in or prepared for the Business, including, without limitation, raw
materials, work-in-progress, finished goods, packaging materials and supplies
(“Inventory”).


 


(h)                                 Leased
Real Property.  All of the Sellers’
right, title and interest in and to the Leases and the Leased Real Property.


 


(i)                                     Investment
in Parthenon Ltd.  The entire issued
share capital of the Parthenon Publishing Group Limited (Company number:
1749619) (“Parthenon Ltd.”), a private company limited by shares and
organized under the laws of England and Wales (the “Parthenon Shares”),
together with all rights and advantages attaching to the Parthenon Shares with
effect from and including the Closing Date and in particular, the benefit of
all dividends and other distributions (if any), made or paid after the Closing
Date in respect of the Parthenon Shares. 
IHI and the Sellers hereby represent, warrant, covenant and undertake
with each of the Buyers that they have the right to dispose of, or procure the
disposal of, the Parthenon Shares.


 


(j)                                     Telephone
Numbers, etc.  All of the Sellers’
rights with respect to telephone numbers, telephone directory listings and
advertisements used in the Business, unemployment reserve accounts (to the
extent assignable) and experience ratings (to the extent assignable), and all
of the Sellers’ goodwill relating to or arising in connection with the
Business, to the extent assignable.


 


(k)                                  Computer
Media, Invoices, etc.  All of the
Sellers’ computer media, invoices, customer information and lists, prospective
customer information and lists, supplier information and lists, sales and
marketing materials, correspondence, files, books and records relating to or
arising in connection with the Business, but excluding the Excluded Assets.


 


(l)                                     Existing
Camera-Ready Copy.  All existing
camera-ready copy used for making negative films, film plates, plate-making
film, paste-ups, tapes, illustrations and other artwork, and other reproduction
materials for the Publications, permissions (to the extent transferable) and
vendor information, including, without limitation, specifications for all
published titles, and all manuscripts, proofs, reviews, designs, artwork,
covers, photographs and production-related materials for all unpublished titles.


 


(m)                               Claims,
Causes of Action and Other Legal Rights. 
All of the Sellers’ claims, causes of action and other legal rights and
remedies but not Obligations, whether or not known as of the Closing Date,
relating to or in connection with, either (1) the Sellers’ ownership of the
Assets or (2) the operation of the Business that are reasonably necessary to
preserve or obtain for the benefit of the Buyers full rights to the Assets
other than the Excluded Assets, but excluding causes of action and other legal
rights and remedies of the Sellers (A) against the Buyers with respect to the
transactions contemplated by this Agreement or (B) relating exclusively to the
Excluded Assets.


 


(n)                                 Other
Assets.  All other assets included
in (i) the Financial Statements, to the extent still in existence on the
Closing Date, and (ii) the Final Closing Statement, excluding the Excluded
Assets.


 


3

















 


1.3.                              Allocation of the Assets.  It is the intention of the parties hereto
that the Assets and Assumed Liabilities to be purchased at the Closing by the
U.S. Buyer shall include all Assets (other than the Parthenon Shares) and all
Assumed Liabilities and that the only Assets to be purchased at the Closing by
the U.K. Buyer shall be the Parthenon Shares; provided that, subject to
Section 11.8 hereof, the Buyers reserve the right to determine and identify the
specific entities to which to assign the right to purchase the Assets.


 


1.4.                              Excluded
Assets.  It is expressly agreed
that the Sellers will retain and the Buyers will not acquire the following
assets (the “Excluded Assets”):


 


(a)                                  Cash
and Cash Equivalents.  Cash and cash
equivalents of the Sellers including, without limitation, bank deposits,
investments in so-called “money market” funds, commercial paper funds,
certificates of deposit, Treasury bills and all accrued interest thereon.


 


(b)                                 Parthenon
Inc. Capital Stock.  The issued and
outstanding shares of capital stock of Parthenon Inc. held by Liquent Ltd.


 


(c)                                  Tax
Refunds.  (i) Any refunds or credits
(including interest thereon or claims therefor) with respect to any Taxes
relating to the Assets (other than Parthenon Ltd.) relating to a Pre-Closing
Tax Period or (ii) provisions for deferred tax assets (other than deferred tax
assets in Parthenon Ltd.).  For the
avoidance of doubt, any refunds or tax credits relating to Parthenon Ltd. shall
be dealt with in accordance with the Parthenon Tax Covenant.


 


(d)                                 Intercompany
Accounts.  Any accounts receivable
payable to the Sellers from any affiliate of the Sellers arising prior to the
Closing Date.


 


(e)                                  Insurance
Contracts.  Any contracts of
insurance of the Sellers; and any reimbursement for, or other benefit
associated with, prepaid insurance, and any rights associated with any prepaid
expense for which the Buyers will not receive the benefit after the Closing
Date, including, without limitation, any insurance proceeds with respect to
events occurring prior to the Closing Date.


 


(f)                                    Identification
Numbers.  All of the Sellers’
taxpayer qualifications to do business as a foreign corporation or limited
liability company and arrangements with registered agents relating to foreign
qualifications and other identification numbers of the Sellers.


 


(g)                                 Minute
Books; Corporate Records.  All
minute books, charter documents, stock record books, original tax and such
other books and records as pertain to the organization, existence or
capitalization of the Sellers.


 


(h)                                 Excluded
Assets and Liabilities.  All books
and records relating to any Excluded Asset or Excluded Liability.


 


(i)                                     Employee
Benefit Assets.  Except as expressly
provided in Section 5.6 hereof, assets relating to the Benefit Plans.


 


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(j)                                     Transferred
or Disposed Assets.  Any assets
transferred or otherwise disposed of by the Sellers in the ordinary course of
business and in accordance with this Agreement prior to the Closing.


 


1.5.                              Assumed Liabilities.  Notwithstanding anything to the contrary
contained in this Agreement, the Buyers shall not assume any of the Sellers’
debts, liabilities or obligations of any nature, whether secured, unsecured,
recourse, non-recourse, liquidated, unliquidated, accrued, absolute, fixed,
contingent, ascertained, unascertained, known, unknown or otherwise (“Obligations”)
or agree to pay, perform and discharge when due any Obligations other than the
liabilities expressly set forth in Sections 1.5(a)-(e) (other than Section
1.6(a)-(j)) (such Obligations set forth in Section 1.5(a)-(e) except as
provided in Section 1.6(a)-(j) shall be referred to as the “Assumed
Liabilities”); it being understood that the Buyers shall assume all Assumed
Liabilities (with the allocation of the Assumed Liabilities to be decided
between the Buyers).  The Assumed
Liabilities shall mean the following Obligations, except as set forth in
Section 1.6(a)-(j):


 


(a)                                  all
liabilities of the Sellers (other than the Excluded Liabilities) included on
the face of the Final Closing Statement (and not the footnotes), to the extent
of the amount of such liabilities set forth on the face of the Final Closing
Statement; provided, however, that the liabilities of Parthenon
Ltd. shall remain liabilities of Parthenon Ltd. (other than the Excluded
Liabilities) and shall be used to determine the Net Tangible Net Worth, but no
liabilities of Parthenon Ltd. shall be assumed by the Buyers.


 


(b)                                 All
Obligations relating to the Business (other than the Excluded Liabilities)
arising after the Closing Date;


 


(c)                                  all
Obligations arising after the Closing Date relating to the ownership or the use
of the Assets other than the Excluded Assets by the Buyers and/or sale of any
Publications by the Buyers after the Closing Date provided that the incurrence
or existence of any such Obligations does not constitute a breach or failure of,
or default under, any representation, warranty or covenant made by the Sellers
under, or pursuant to, this Agreement;


 


(d)                                 all
Obligations of Sellers under the Benefit Plans in respect of Transferred
Employees expressly assumed by the Buyers pursuant to Section 5.6 hereof; and


 


(e)                                  all
Obligations of any of the Sellers under or arising out of the currently
effective Contracts, Leases, Leased Real Property and Permits that are assigned
to the Buyers except for:  (i)
Obligations and other liabilities relating to any breach, default or violation
of such Contracts, Leases, Leased Real Property and Permits arising prior to
the Closing Date and regardless of when asserted either before or after the
Closing Date; and (ii) all other Obligations constituting a breach or failure
of, or default under, any representation, warranty or covenant made by the
Sellers under, or pursuant to, this Agreement, including, without limitation,
the failure of the Sellers to set forth in Section 3.8 of the Disclosure
schedule any Contracts required to be described therein.


 


1.6.                              Excluded Liabilities.  Without limiting the generality of Section
1.5, it is expressly agreed that the Sellers will retain all of the Obligations
(other than the Assumed Liabilities) (the “Excluded Liabilities”),
including, without limitation:


 


5

















 


(a)                                  all
demands, claims, suits, actions, litigation, investigations, arbitrations,
administrative hearings or other proceedings of any nature, regardless of the
forum in which such matters arise (“Proceedings”) to which the Sellers
or any of them are a party, or relating to any Assets arising out of events or
circumstances occurring on or before the Closing Date;


 


(b)                                 Obligations
principally arising out of or relating to the Excluded Assets including,
without limitation, any intercompany obligations;


 


(c)                                  Except
as otherwise provided in Section 5.12, any Obligation arising out of or in
connection with the preparation of this Agreement and the consummation and
performance of the transactions contemplated by this Agreement, including, but
not limited to, any liability to which any of the parties may become subject as
a result of the fact that the transactions contemplated by this Agreement are
being effected, at the request of Sellers and approved by the Buyers, without
compliance with the provisions of any bulk sales act or any similar statute as
enacted in any jurisdiction;


 


(d)                                 all
Obligations retained pursuant to Section 5.6 hereof;


 


(e)                                  all
liabilities for Taxes of the Sellers or IHI for periods ending prior to the
Closing Date;


 


(f)                                    except
to the extent set forth on the face of the Final Closing Statement, any
Obligations of the Sellers or Parthenon Ltd. under or in connection with any
golden parachute payment or continuation or discontinuation of employment
payment or other increase or change in amount or terms of any compensation
under any employment or independent contractor agreement] that arises, occurs
or is triggered or gives any person the right to assert, either automatically
or upon notice, by reason of, upon, or in connection with the execution,
delivery or performance of this Agreement or the consummation of the
transactions contemplated hereby;


 


(g)                                 any
Obligation of the Sellers owing to any member, director, officer, employee,
shareholder (of the Sellers or its affiliates), subsidiary or affiliate of the
Sellers, except for, but only to the extent of, the amount of accrued salary
and benefits to employees (other than officers and directors) set forth on the Final
Closing Statement;


 


(h)                                 any
liability or Obligation of Sellers under any indemnification or similar
contractual provision of or in any Contracts, Leases, Leased Real Property and
Permits, arising out of breaches or defaults by or claims against the Sellers
(or for which the Sellers are liable pursuant to the terms thereof) arising or
occurring on or before the Closing Date and regardless of when asserted,
including, without limitation, of CRC Press under Section 11.3 of an asset
purchase agreement dated January 8, 1997, relating to the acquisition of the
assets of St. Lucie Press (U.K.) Ltd.; and


 


(i)                                     all
Obligations relating to any environmental matters or conditions or
Environmental Laws arising on or before the Closing Date including without
limitation any release of Hazardous Materials after the Closing Date for events
of  circumstances giving rise to such
release occurring on or before the Closing Date; and


 


6

















 


(j)                                     any
other Obligations and liabilities for which the Sellers have expressly assumed
or retained responsibility pursuant to this Agreement.


 


SECTION 2.

PURCHASE PRICE AND ADJUSTMENTS


 


2.1.                              Purchase
Price.


 


(a)                                  The
aggregate purchase price for the Assets and the Assumed Liabilities shall be
Ninety Five Million United States Dollars ($95,000,000), plus or minus the
Closing Date Adjustment (as defined below) (collectively, the “Purchase
Price”).


 


(b)                                 The
Buyers and the Sellers agree to allocate the Purchase Price in accordance with
the rules under Section 1060 of the Internal Revenue Code of 1986, as amended
(the “Code”) and the Treasury Regulations promulgated thereunder.  No later than 45 days after the Closing
Date, the Buyers shall deliver to the Sellers a Schedule (the “Allocation
Schedule”), setting forth an allocation of the purchase price among the Assets,
with the amount allocated to the Parthenon Shares being no less than
$7,000,000  and no more than
$10,000,000.  If the Sellers disagree
with the allocation set forth on such Allocation Schedule, they shall notify
the Buyers in writing, within 20 days after their receipt of the Allocation
Schedule, of their specific objections. The Buyers and the Sellers shall
endeavor in good faith to resolve their disagreements with respect to the
allocation and prepare a revised Allocation Schedule.  If such disagreements can not be resolved within 30 days after
the Sellers’ notification of their objections to the Buyers, the disagreements
shall be resolved by the Independent Accounting Firm within 30 days after the
submission by the parties of their dispute to such Independent Accounting Firm,
and a revised Allocation Schedule shall be prepared.  In no event however, shall any revised Allocation Schedule
allocate less than $7,000,000 or more than $10,000,000 to the Parthenon
Shares.  The Sellers and the Buyers
agree to act in accordance with, and file all tax and informational returns on
a basis consistent with, the computations and allocations contained in the
Allocation Schedule (or the revised Allocation Schedule if applicable) in any
relevant Tax returns or filings, including any forms or reports required to be
filed pursuant to Section 1060 of the Code, the Treasury Regulations
promulgated thereunder or any provisions of local, state and foreign law (“1060
Forms”), and to cooperate in the preparation of any 1060 Forms and to file
such 1060 Forms in the manner required by applicable law, and each party shall
provide a copy of such forms to the other parties, as filed.


 


(c)                                  Payment
of Purchase Price. The Purchase Price shall be payable as follows:


 


(i)                                     Cash to the
Sellers. Except as provided in Section 2.2 (b) and (f): (i) Ninety Million
Seven Hundred Fifty Thousand Dollars ($90,750,000) shall be paid by the Buyers
to the Sellers on the Closing Date in immediately available federal funds to
such bank accounts as shall be designated by the Sellers prior to the Closing;
(ii) Three Million Dollars ($3,000,000) shall be deposited by the Buyers in
escrow pursuant to an Escrow Agreement substantially in the form of Exhibit A
hereto (the “Escrow Agreement”) to secure the liabilities and
obligations of IHI and the Sellers pursuant to Section 8 hereof; and (iii)
subject to Section 2.1(c)(ii) below, One Million Two Hundred Fifty Thousand
Dollars ($1,250,000) (the “Mayo Escrow Funds”) shall be paid by the
Buyers to the Escrow Agent on the Closing Date in immediately available federal


 


7

















 


funds to be paid as provided in Section 2.1(c)(ii) below.


 


(ii)                                  Mayo Escrow.  If, on or prior to the Closing Date, CRC
Press or one of the Sellers shall have entered into a written agreement with
Mayo Foundation for Medical Education and Research or one of its affiliates (“Mayo”)
on terms (including, without limitation, price and length of the contract) no
less economically favorable in the aggregate to CRC Press or any of the other
Sellers as those contained in the form of Mayo-Branded Press Publishing and
Distribution Agreement attached as Exhibit B hereto (the “Mayo Agreement”),
and such Contract is still in full force and effect and is fully assignable to
the Buyers without any Consent, the Mayo Escrow Funds shall be paid by the
Buyers to the Sellers on the Closing Date in immediately available funds to
such bank accounts as shall be designated by the Sellers prior to the
Closing.  The Mayo Agreement and Mayo
Equivalent Agreement must provide that they are fully assignable to the Buyers
without consent and must be assigned to the Buyers at the Closing or after the
Closing as provided herein as a condition to the release of any funds to the
Sellers.  If the Mayo Agreement or an
agreement with Mayo containing terms no less economically favorable in the
aggregate to CRC Press or any of the other Sellers as those (including, without
limitation, price and length of the contract) contained in the Mayo Agreement
that is fully assignable to the Buyers without Consent (any such agreement, a “Mayo
Equivalent Agreement”) shall not have been executed by all the parties on
or before the Closing Date, the Mayo Escrow Funds shall be paid by the Buyers
to the Escrow Agent in accordance with Section 2.1(c)(i) hereto.  If within the six month period following the
Closing Date, a Mayo Equivalent Agreement shall not have been executed by all
parties, the Mayo Escrow Funds shall be released by the Escrow Agent to the
Buyers without notice to or Consent of the Sellers, IHI or any party.  If, however, a Mayo Equivalent Agreement
shall have been executed by all parties within six months of the Closing Date,
the Buyers shall instruct the Escrow Agent to release the Mayo Escrow Funds to
the Sellers.  If Mayo confirms in
writing that it is prepared to execute a Mayo Equivalent Agreement but for any
further negotiation or additional terms that the Buyers may request (and Buyers
continue to insist upon such terms after the Seller’s written notice to Buyers)
at any time between the Closing Date and the six month anniversary of the
Closing Date, the Mayo Escrow Funds shall be paid to the Sellers,
notwithstanding any further negotiations or additional terms that the Buyers
may request or desire.  The Buyers
acknowledge and agree that from the date hereof through the six month
anniversary of the Closing Date, neither the Buyers nor Taylor & Francis
Group plc shall, or shall cause any of the Sellers to, negotiate or request any
economic terms or conditions in a Mayo Equivalent Agreement substantially
different from, or more favorable to CRC Press or the other Sellers, than those
contained in the Mayo Agreement, it being the understanding of the parties
hereto that the Sellers shall have latitude to negotiate and finalize the Mayo
Agreement or a Mayo Equivalent Agreement without interference from the Buyers
provided such terms are no less economically favorable to CRC Press.


 


2.2.                              Net Tangible Asset Adjustments.


 


(a)                                  Calculation
of the Net Tangible Asset Adjustment. 
The Purchase Price shall be adjusted on a dollar-for-dollar basis by the
difference between the Net Tangible Asset Value and the Target Net Asset
Value.  “Net Tangible Asset Value”
means the difference between the Assets, other than the Excluded Assets, that
are included on the face of a consolidated balance sheet prepared in accordance
with U.S. generally accepted accounting principles, consistently applied (“GAAP”)
as of the Closing Date less (i) goodwill, all Intellectual


 


8

















 


Property and any other intangibles of any
kind or nature as of the Closing Date (as reflected on a consolidated balance
sheet of the Sellers prepared in accordance with this Section 2.2) and (ii) the
Assumed Liabilities, that are included on the face of a consolidated balance
sheet prepared in accordance with GAAP as of the Closing Date; provided
that, the terms Assets and Assumed Liabilities shall include all assets
(including any cash and cash equivalents) and all liabilities of Parthenon Ltd.
of a type that would normally appear on a balance sheet solely for purposes of
the calculation of Net Tangible Asset Value under this Section 2.2.  The Net Tangible Asset Value shall be
prepared and calculated consistent with the Sellers’ past practices, and using
the same principles, policies, practices, procedures, methods and estimates as
those used by the Sellers in preparing the Annual Financial Statements provided
that such practices, principles, policies, procedures, methods and estimates
are in accordance with GAAP.  “Target
Net Asset Value” means $17,504,000, which the parties hereto acknowledge
based upon the amounts set forth in the Seller’s financial statements is the
Net Tangible Asset Value as of September 30, 2002.  Such Purchase Price adjustment shall be paid as set forth in
Section 2.2(b) and (e) below.


 


(b)                                 Estimated
Net Tangible Asset Value.  Not less
than five (5) business days prior to the Closing Date, CRC Press shall deliver
a certificate setting forth the Sellers’ good faith estimate of the Net
Tangible Asset Value (“Estimated Net Tangible Asset Value”).  If the Estimated Net Tangible Asset Value is
less than the Target Net Asset Value, the Purchase Price to be paid on the
Closing Date shall be decreased on a dollar-for-dollar basis by the difference
between the Target Net Asset Value and the Estimated Net Tangible Asset
Value.  If the Estimated Net Tangible
Asset Value is greater than the Target Net Asset Value, the Purchase Price to
be paid on the Closing Date shall be increased on a dollar-for-dollar basis by
the difference between the Estimated Net Tangible Asset Value and the Target
Net Asset Value.  The amount by which
the Purchase Price is adjusted pursuant to this Section 2.2(b) is herein
referred to as the “Closing Date Adjustment.”


 


(c)                                  Post
Closing Adjustment.  Not later than
one hundred twenty (120) days after the Closing Date, and provided that the
Sellers have complied with their obligations under Section 2.2(d), the Buyers
shall prepare and deliver to the Sellers a certificate setting forth the Net
Tangible Asset Value (the “Closing Statement”).  The Closing Statement shall be prepared by a
nationally recognized firm of independent public accountants and shall be
prepared on a basis that is consistent with GAAP, and using the same
principles, policies, practices, procedures, methods required to be used to
calculate the Net Tangible Asset Value.


 


(d)                                 Closing
Calculation.


 


(i)                                     The Sellers shall
fully cooperate with the Buyers and its agents in the calculation of the
Closing Statement and the Net Tangible Asset Value and shall provide all such
information reasonably requested by or on behalf of the Buyers or their
independent public accountants to prepare the Closing Statement.  The Sellers shall be entitled to full access
to the relevant records and working papers prepared by or for the Buyers or
their independent public accountants to aid in their review of the calculation
of the Net Tangible Asset Value set forth on the Closing Statement.  If any of the Sellers take exception to the
calculation of the Net Tangible Asset Value as reflected on the Closing
Statement, such Seller shall, within forty-five (45) calendar days after
receipt of the Closing Statement, give written notice (the “Sellers’
Objection”) to the Buyers, setting forth the specific basis of the Sellers’
Objection in reasonable detail and, to


 


9

















 


the extent practicable, the adjustments to the Closing Statement which
any such Seller believes should be made. 
Failure to so notify the Buyers shall constitute acceptance and approval
of the Closing Statement by the Sellers and any items not timely disputed by
the Sellers shall be deemed to be accepted by the Sellers.  If the Buyers agree that any change proposed
by any Sellers is appropriate, such change shall be made to the Closing
Statement and shall be incorporated into the Adjusted Closing Statement (as
defined below).


 


(ii)                                  The Buyers shall have
thirty (30) calendar days after receipt of the Sellers’ Objection in which to
give written notice (the “Buyers’ Objection”) to the Sellers, setting
forth the basis of the Buyers’ Objection in reasonable detail and, to the
extent practicable, the adjustments to the Sellers’ Objection which the Buyers
believe is appropriate.  Failure to so
notify the Sellers shall constitute acceptance and approval of the Sellers’
Objections and any items not timely so disputed by the Buyers shall be deemed
to be accepted by the Buyers.  Within
ten (10) calendar days after the date on which the Buyers give the Sellers the
Buyers’ Objections or, in the event there is no Buyers’ Objections, within
thirty (30) calendar days following receipt of the Sellers’ Objections, the
Closing Statement, together with any changes thereto agreed to by the Buyers
and the Sellers, but excluding any items that remain in dispute between the
Buyers and the Sellers, shall be incorporated by the Buyers into an adjusted
Closing Statement (the “Adjusted Closing Statement”) and delivered by
the Buyers to the Sellers.  The Closing
Statement, as finally determined, accepted, deemed accepted or agreed pursuant
to this Section 2.2 shall be referred to as the “Final Closing Statement.”


 


(iii)                               If the Buyers deliver
the Buyers’ Objections to the Sellers, and if the Sellers and the Buyers are
able, within fifteen (15) calendar days after receipt by the Sellers of the
Adjusted Closing Statement, to resolve the disputed exceptions, the Adjusted Closing
Statement, as modified by such items as to which the Sellers and the Buyers
shall agree, shall become the Final Closing Statement for purposes of this
Section 2.2.  If the Buyers deliver the
Buyers’ Objections to the Sellers, and if the Sellers and the Buyers are
unable, within fifteen (15) calendar days after receipt by the Sellers of the
Adjusted Closing Statement to resolve the disputed exceptions, such disputed
exceptions will be referred to a firm of independent certified public
accountants (the “Independent Accounting Firm”) mutually acceptable to
the Sellers and the Buyers.  The Sellers
and the Buyers shall be foreclosed from presenting to the Independent
Accounting Firm for consideration any item not disputed in accordance with the
terms of Section 2.2(d) hereof.  The
Independent Accounting Firm shall determine as promptly as practicable, and in
any event within sixty (60) days of its selection, the manner in which such
item or items should be treated on the Final Closing Statement, provided,
however, that the dollar amount of each item in dispute shall be
determined within the range of dollar amounts proposed by the Sellers, on the
one hand, and the Buyers, on the other hand. 
The Independent Accounting Firm shall determine any disputed exception
in accordance with the provisions of this Section 2.2, including Section 2.2(a)
and 2.2(c).  The Independent Accounting
Firm shall prepare and deliver, within sixty (60) days of its selection, to the
Buyers and the Sellers a written report setting forth the net change to the Net
Tangible Asset Value as shown in the Adjusted Closing Statement that results
from its determinations regarding the resolution of such disputed items.  The Adjusted Closing Statement, as modified
by such determinations, shall become the Final Closing Statement for purposes
of this Section 2.2.  Such accounting
and determinations by the Independent Accounting Firm shall be binding and
conclusive on the parties.  The fees and
any expenses of the Independent Accounting Firm shall be shared equally by the
Sellers and the Buyers.  In the event a
party does not comply


 


10

















 


with the procedure and time requirements contained herein, the
Independent Accounting Firm shall render a decision based solely on the
evidence it has which was timely filed by either of the parties.


 


(e)                                  During
the period of any dispute with respect to the application of this Section 2.2,
the Buyers shall provide the Sellers and the Sellers shall provide the Buyers
and their representatives with reasonable access to the books, records,
facilities and employees of the Buyers and the Sellers, as the case may be,
which relate to the Closing Statement or which may be useful in connection with
any dispute under this Section 2.2, and shall cooperate with each other to the
extent reasonably requested by each other to investigate the basis for such
dispute.  In addition, the Sellers and
the Buyers will each make available to the Independent Accounting Firm
interviews with such individuals and such information, books and records as may
be reasonably required by the Independent Accounting Firm to issue its written
report.


 


(f)                                    Payment
of Purchase Price Adjustment.  In
the event the Actual Adjustment (as defined below) is less than the Closing
Date Adjustment, the Sellers shall pay the Buyers the difference between the
Actual Adjustment and the Closing Date Adjustment.  In the event the Actual Adjustment is greater than the Closing
Date Adjustment, the Buyers shall pay the Sellers the difference between the
Actual Adjustment and the Closing Date Adjustment.  “Actual Adjustment” shall mean the difference between (i)
the Net Tangible Asset Value as reflected on the Final Closing Statement (as
finally determined, accepted, deemed accepted or agreed pursuant to this
Section 2.2) and (ii) the Target Net Asset Value.  Any payments pursuant to this Section 2.2(f) shall be considered
adjustments to the Purchase Price for all purposes.  Payment of any adjustment to the Purchase Price pursuant to this
Section 2.2(f) shall be made by wire transfer to an account designated by the
Sellers or the Buyers, as the case may be, in United States Dollars, in
immediately available federal funds within three (3) business days after the
Final Closing Statement has been determined, accepted or deemed accepted
pursuant to this Section 2.2, together with interest from the Closing Date to
the date of payment at the rate of 2% per annum.


 


SECTION 3.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND IHI


 


IHI and the Sellers, jointly and severally, represent and warrant to
each of the Buyers, subject to a correspondingly numbered section of the
disclosure schedule delivered to the Buyers (the “Disclosure Schedule”),
as follows and in relation to Parthenon Ltd., in the terms of Sections 3.8
insofar as it relates to Parthenon Ltd. and Sections 3.13, 3.15 and 3.18 hereof
(as if such representations and warranties referred to Parthenon Ltd.), and in
the terms of those representations and warranties contained in schedule 4 to the
Share Purchase Agreement, dated as of May 15, 2001, between David George Thomas
Bloomer and Paula Frances Bloomer and CRC Press (U.K.) (the “Parthenon
Acquisition Agreement”) which shall be incorporated in their entirety (but
subject to the variations set out in Schedule 3.1(d) hereto) into this
Agreement as if those representations and warranties were repeated in this
Agreement, as of today’s date; provided, however, that neither
IHI nor the Sellers make any representation or warranty with respect to the
Excluded Assets:


 


11

















 


3.1.                              Corporate Existence.


 


(a)                                  IHI
is a corporation duly organized and validly existing and in good standing under
the laws of the State of Delaware.  CRC
Press and CRC Press (U.K.) are each limited liability companies duly organized
and validly existing and in good standing under the laws of the State of
Delaware. Each of the foregoing has the requisite power and authority to own,
lease and operate the properties and assets being sold by it hereunder and to
carry on its business as the same is now being conducted.


 


(b)                                 Parthenon
Inc. is a corporation duly organized and validly existing and in good standing
under the laws of the State of New Jersey and has the requisite power and
authority to own, lease and operate the properties and assets being sold by it
hereunder and to carry on its business as the same is now being conducted.


 


(c)                                  Each
of IHI and Sellers is duly authorized, qualified or licensed to do business as
a foreign corporation or limited liability company, as the case may be, and is
in good standing in every jurisdiction where, by reason of the nature of its
business, the failure to be so qualified would have a Material Adverse
Effect.  For the purpose of this
Agreement, the term “Material Adverse Effect” shall mean a material
adverse effect upon the Business, financial condition or results of operations
of the Sellers and its subsidiaries taken as a whole or on the ability of the
Sellers to consummate the transactions contemplated hereby, other than seasonal
changes, changes relating to the U.S. economy in general or changes relating to
the industry in which the Sellers operate in general (which are of only a
temporary nature having such effect for no more than six weeks) and do not
affect such party disproportionately.


 


(d)                                 Parthenon
Ltd. is duly authorized, qualified or licensed to do business as a foreign
entity and is in good standing in every jurisdiction where, by reason of the
nature of its business, the failure to be so qualified would have a Material
Adverse Effect.


 


3.2.                              Corporate Authority.  This Agreement and the consummation of all
of the transactions provided for herein have been duly authorized by (a) IHI,
(b) Information Ventures L.L.C., the sole member of  CRC Press, (c) CRC Press, the sole member of CRC Press
(U.K.), (d) the Board of Directors of Parthenon Inc. and (e) Liquent Limited,
the sole stockholder of Parthenon Inc. 
This Agreement and the consummation of all the transactions provided for
herein have been duly authorized by all requisite corporate, limited liability
company, stockholder or other action prior to the Closing by the Sellers and
IHI, and the Sellers and IHI each have full power and authority to execute and
deliver this Agreement and to perform their respective obligations
hereunder.  This Agreement has been duly
executed and delivered by the Sellers and IHI and constitutes a valid and
legally binding obligation of each Seller and IHI, enforceable in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of
general applicability affecting the enforcement of creditor’s rights and to
general principles of equity.  The
execution and delivery of this Agreement by the Sellers and IHI and the
consummation by the Sellers and IHI of the transactions contemplated hereby
will not violate or conflict with any provision of the Certificate of
Incorporation or bylaws of IHI, the Certificate of Formation or Limited
Liability Company Agreement of CRC Press or CRC Press (U.K.) or the Certificate
of Incorporation or By-laws of Parthenon Inc., or result in any breach or
constitute any default under, or


 


12

















 


Encumbrance upon, any material Contract
(including those set forth in Section 3.8 of the Disclosure Schedule) or
indenture, mortgage, lease, license, grant or note to which the Sellers and/or
IHI is subject or is a party.


 


3.3.                              Governmental Approvals; Consents.  The Disclosure Schedule at Section 3.3 sets
forth a true and complete list of each consent, waiver, authorization or
approval of any governmental or regulatory authority, domestic or foreign, and
each declaration to or filing or registration with any such governmental or
regulatory authority, that is required in connection with the execution and
delivery of this Agreement or all other documents contemplated hereunder by the
Sellers or the performance by the Sellers of their obligations hereunder or
thereunder. The execution and delivery of this Agreement and all other
documents contemplated hereunder do not violate any order, judgment or decree
to which IHI and the Sellers are subject. 
No claim, legal action, suit, arbitration, governmental investigation,
action, or other legal or administrative proceeding is pending or, to the
knowledge of the Sellers, threatened against IHI and/or the Sellers which would
enjoin or delay the transactions contemplated hereby.  No consent, approval, order or authorization of, or any
declaration, filing or registration with, or any application or report to, or
any waiver by, or right of termination in favor of, or any other action
(whether similar or dissimilar to any of the foregoing) of, by or with, any
person which is necessary in order to take a specified action or actions in a
specified manner or to achieve a specified result (“Consents”) is or has
been required on the part of IHI or the Sellers in connection with the
execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby except for (a) notification pursuant to, and
expiration or termination of the waiting period under, the Hart-Scott Act and
notification pursuant to, and appropriate clearances (or deemed clearances)
having been obtained in respect of the German Act against Restraints of
Competition and the Austrian Cartel Act, and (b) such Consents, the failure of
which to obtain or make would not have a material adverse effect upon any Asset
or which have already been obtained.


 


3.4.                              Financial Statements.  Section 3.4 of the Disclosure Schedule
contains a copy of the consolidated unaudited balance sheet of CRC Press as of
December 31, 2002 and the related statements of income for the fiscal year
ended on such date (the “Annual Financial Statements”), which
consolidates the financial statements of all of the Sellers and Parthenon
Ltd.  The Annual Financial Statements
present fairly the consolidated financial condition and the results of the
operations of CRC Press as of the date of and for the periods covered by such
statements and all adjustments which management considers are necessary for a
fair presentation thereof (consisting only of normal recurring adjustments)
have been made.  All estimates and
projections used in the preparation of the Annual Financial Statements are
based upon reasonable assumptions.  The
Annual Financial Statements have been prepared in accordance with GAAP as in
effect as of the date thereof except for the absence of a statement of cash
flows and footnotes.  Section 3.4 of the
Disclosure Schedule also contains the consolidated unaudited balance sheet of
CRC Press as of January 31, 2003 (the “Accounts Date”) and the related
statements of income for the one-month period ending on such date (the “Interim
Financial Statements” and together with the Annual Financial Statements,
the “Financial Statements”).  The
Interim Financial Statements present fairly the consolidated financial
condition of CRC Press as of the date of and for the periods covered by such
statements, subject to normal recurring adjustments.  The Interim Financial Statements have been prepared in accordance
with GAAP as in effect on the date thereof, except for the absence of a
statement of cash flows and footnotes.


 


13

















 


3.5.                              Absence of Undisclosed Liabilities.  The Sellers have no material obligations
with respect to the Business, absolute or contingent, known or unknown, which
are not shown or provided for on the Annual Financial Statements, the Interim
Financial Statements or the Final Closing Statement, other than liabilities
incurred in the ordinary course of business or liabilities that shall not have
been incurred or accrued in violation of Section 3.6 hereof.  Except as shown in the Annual Financial
Statements, the Interim Financial Statements or the Final Closing Statement,
the Sellers are not, directly or indirectly, liable upon or with respect to (by
discount, repurchase agreements or otherwise), or obliged in any other way to
provide funds in respect of, or to guarantee or assume, any debt, obligation or
dividend of any person, except endorsements in the ordinary course of business
in connection with the deposit, in banks or other financial institutions, of
items for collection.


 


3.6.                              Absence
of Changes.


 


(a)                                  Since
the Accounts Date, there has not been:


 


(i)                                     any material loss,
damage, destruction, or other casualty to the Assets (whether or not insurance
awards have been received or guaranteed);


 


(ii)                                  any change in any
method of accounting or accounting practice of any of the Sellers; or


 


(iii)                               any material changes in
financial position or any event that has had or is reasonably likely to have a
Material Adverse Effect.


 


(b)                                 Since
the Accounts Date, the Sellers have operated the Business in the ordinary
course of business and consistent with past practice and have not:


 


(i)                                     incurred any
material Obligation relating to the operations of the Sellers or assumed,
guaranteed or otherwise become liable for any Obligation of any person on
behalf of or relating to the Business, except in the ordinary course of
business consistent with past practice; or


 


(ii)                                  failed to discharge
or satisfy any lien or pay or satisfy any Obligation arising from the operation
of the Business, other than liabilities being contested in good faith and for
which adequate reserves have been provided and except for Permitted Liens;


 


(iii)                               placed or permitted to
occur an Encumbrance upon any of the Assets, except for Permitted Liens;


 


(iv)                              sold or transferred any
of the Assets material to the Business or canceled any material debts or claims
or waived any rights material to the Business, except in the ordinary course of
business consistent with past practice;


 


(v)                                 disposed of any
patents, trademarks or copyrights or any patent, trademark, or copyright
applications used in the Business;


 


(vi)                              entered into any material
transaction in connection with or relating 


 


14

















 


to the Business (including any capital expenditure exceeding in total USD
$30,000), except in the ordinary course of business consistent with past
practice;


 


(vii)                           defaulted on any material
Obligation;


 


(viii)                        incurred any material
Obligation or liability for the payment of benefits related to severance,
change of control, golden parachutes, continuation of employment, service,
management or similar charges or other similar payments, to any other person or
to any member of the Sellers; or


 


(ix)                                entered into any
agreement or made any commitment to do any of the foregoing.


 


3.7.                              Real and Personal Properties.


 


(a)                                  The
Sellers have good title to, or valid and binding leasehold interests in, the
personal property included in the Assets, free and clear of all Encumbrances
but subject to normal wear and tear, except: (i) as disclosed in the Financial
Statements; (ii) liens for Taxes, assessments and other governmental charges
not yet due and payable or, if due, (A) not delinquent or (B) being contested
in good faith by appropriate proceedings during which collection or enforcement
against the property is stayed; (iii) mechanics’, workmen’s, repairmen’s,
warehousemen’s, carriers’ or other like liens arising or incurred in the
ordinary course of business if the underlying obligations are not past due;
(iv) original purchase price conditional sales contracts and equipment leases
with third parties entered into in the ordinary course of business (which third
party equipment leases, other than leases related to photocopiers, are set
forth in Section 3.7(a) of the Disclosure Schedule) and (v) other Encumbrances
(other than liens, security interests, pledges or mortgages), if any, which do
not materially impair the continued use and operation of any such Assets.  Such liens, charges and Encumbrances described
in clauses (i)-(v) hereof are referred to herein as (“Permitted Liens”).


 


(b)                                 The
Sellers do not own any real property and have not owned any real property
(freehold or leasehold) for which there are any contingent liabilities existing
as of the date hereof.  Section 3.7(b)
of the Disclosure Schedule contains a list of all leases of real property and
attaches a true, complete and correct copy of the currently effective Leases,
together with any and all amendments (the “Leases”) held by the Sellers
inclusive of any current rentals, fees or costs payable thereunder (the “Leased
Real Property”).  The Sellers have
good, valid and subsisting leasehold estates in the Leased Real Property,
except for Permitted Liens.  There are
no payment defaults or other breaches or defaults under any Leases by the
Sellers or, to the knowledge of the Sellers, by any other party thereto the
effect of which would result in a liability of more than $50,000 over a twelve
month period.  Each such Lease is in
full force and effect and constitutes a legal, valid, and binding obligation of
the applicable Seller, as the case may be (and to the knowledge of the Sellers,
each other party thereto).  The real and
personal property of the Sellers is sufficient and adequate in all material respects
to carry out the operations of the Business as presently conducted and as
proposed by the Sellers to be conducted, and all items are in good operating
condition and repair subject to normal wear and tear.


 


15

















 


3.8.                              Contracts.


 


(a)                                  There
are no material breaches or defaults under any Contract to which any Seller is
a party, by which any Seller is bound, or pursuant to which any Seller has any
rights, by the Sellers or, to the knowledge of the Sellers, by any other party
thereto, nor has any Seller or, to the knowledge of the Sellers, any other
party thereto, performed any act or omitted to perform any act under any such
Contract which, with notice or lapse of time or both, will become or result in
a breach or default thereunder.  Each
such Contract is in full force and effect in all material respects and
constitutes a legal, valid, and binding obligation of the applicable Seller, as
the case may be (and to the knowledge of the Sellers, each other party
thereto), subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar Laws of general applicability affecting
the enforcement of creditors’ rights and to general equity principles, and upon
consummation of the transactions contemplated hereby, will continue to be
legal, valid, and binding and in full force and effect on terms identical to
those in effect immediately prior to the consummation of the transactions
contemplated hereby.  No action, claim,
suit, proceeding, or investigation is pending or, to the knowledge of the
Sellers, is being or has been threatened nor has any claim or demand been made,
which challenges the legality, validity, or enforceability of any such
Contract.


 


(b)                                 No
Seller has given or received written notice canceling or terminating or threatening
cancellation or termination of any of the Top 25 Published Contracts and the
Top 25 Unpublished Contracts.


 


(c)                                  Solely
with respect to the Contracts described in Section 3.8(f)(B) below (the “Book
Author Contracts”), such Book Author Contracts are assignable by the
Sellers or Parthenon Ltd., as the case may be, without the consent of or notice
to any person.


 


(d)                                 No
Book Author Contracts are terminable by the authors (absent a breach of such
Contract by the Sellers) nor do the respective authors thereto have a
unilateral right to amend the applicable Book Author Contract.


 


(e)                                  Section
3.8 of the Disclosure Schedule sets forth (i) a list of the top 25 published
author contracts of the Sellers and Parthenon Ltd. based on revenues generated
for the fiscal year ended December 31, 2002 (the “Top 25 Published Contracts”),
(ii) a list of the top 25 unpublished author contracts of the Sellers and
Parthenon Ltd., with a publication date in 2003 and 2004 based on management
projections of estimated first year revenues (the “Top 25 Unpublished
Contracts”); (iii) a list, as of February 27, 2003, of all active titles
(i.e., titles with sales activity in calendar years 2000 through 2002)
(including those titles sold under co-publishing agreements), all unpublished
book titles, all journal titles and newsletters of the Sellers and Parthenon
Ltd.; (iv) all currently effective co-publishing agreements of the Sellers and
Parthenon Ltd.; (v) all currently effective agreements of the Sellers relating
to the use of warehouse space; (vi) all currently effective employment
agreements to which any of the Sellers or Parthenon Ltd. is a party; and (vii)
any provision or covenants currently or hereafter in effect (x) limiting the
ability of the Sellers to (1) sell any products or services of or to any other
person, (2) engage in any line of business (whether limited by geographic
region or otherwise), or (3) compete with or obtain products or services from
any person or (y) limiting the ability of any person to compete with or to provide
products or services to the Sellers); (viii) the Contracts and


 


16

















 


Leases requiring payments or performance of
Obligations by the Seller of more than $25,000 in a one-year period.  The Buyers acknowledge and agree that
neither the Sellers nor IHI make any representation or warranty with respect to
(x) the accuracy of, or probability of meeting, the projections underlying the
Top 25 Unpublished Contracts, (y) any revenues which may be generated by the Top
25 Unpublished Contracts or (z) the likelihood that any of the Top 25
Unpublished Contracts will actually be published.  Except as otherwise provided under this Agreement, including,
without limitation, under Section 3.8(a), the Buyers acknowledge and agree that
they shall have no claim against any of the Sellers, IHI or Parthenon Ltd. with
respect to the foregoing clauses (x), (y) or (z) of this Section 3.8(e).


 


(f)                                    “Contract”
means all agreements, contracts and commitments currently in effect, including
the following types excepting such Contracts excluded below:  (A) any agreement with any person containing
any provision or covenant currently or hereafter in effect (i) limiting the
ability of the Sellers to (1) sell any products or services of or to any other
person, (2) engage in any line of business (whether limited by geographic
region or otherwise), or (3) compete with or obtain products or services from
any person or (ii) limiting the ability of any person to compete with or to
provide products or services to the Sellers, (B) all author, editor,
contributor, and freelancer agreements related to the Publications, including,
without limitation, the Top 25 Published Contracts and Top 25 Unpublished
Contracts, (C) co-publishing, subscriber, license and distribution contracts
and all other contracts, commitments, leases, purchase orders, licenses and
agreements relating to the Publications, (D) all agreements with any present or
former individual officer, director, member, employee, agent, consultant, or other
similar representative of the Sellers, (E) any distribution, agency, management
or warehouse agreement or arrangement, and (F) any other agreement (including
the Parthenon Acquisition Agreement), contract or commitment requiring payments
or performance of Obligations by the Sellers of more than $25,000 in a one-year
period.  Contracts shall not include
(and the Buyers shall not assume pursuant to the terms hereof) (i) any
agreements, contracts or commitments which relate primarily to the Excluded
Assets or the Excluded Liabilities or (ii) any mortgage, indenture, loan or
credit agreement, security agreement or other agreement or instrument of or by
the Sellers relating to the borrowing of money or extension of credit or any
guarantee of the obligations of third parties except that the Buyers shall be
entitled to the rights of, but not the Obligations under, any of the foregoing
granted in favor of the Sellers.


 


(g)                                 There
are no Obligations of the Sellers that arise, occur or are triggered, either
automatically or upon notice, by reason of, upon, or in connection with the
execution, delivery or performance of this Agreement or the consummation of the
transactions contemplated hereby or that give any person a right or permits any
person to assert or claim any Obligation against Sellers, the Assets or any
other person either automatically or upon notice, by reason of, upon, or in
connection with the execution, delivery or performance of this Agreement or the
consummation of the transactions contemplated hereby, including, without
limitation, any golden parachute payment, change of control payment,
continuation of employment payment, prepayment of obligations, penalties, fines
or premiums.


 


3.9.                              Litigation, Default.  There are no and have not been, during the three
(3) years ending on the date of this Agreement, any actions, suits, proceedings
(whether adjudicatory, criminal, administrative, rulemaking, licensing, or
otherwise) or investigations pending in relation to the Sellers and/or IHI or
involving or relating to the Business or the Assets or, to the


 


17

















 


knowledge of the Sellers, threatened in law
or in equity, by or before any court, governmental or regulatory agency,
domestic or foreign tribunal or arbitrator, in any jurisdiction.  The Sellers are not subject to, or in
default under, any material judgment, order, injunction or decree of any court,
government agency, tribunal or arbitration.


 


3.10.                        Intellectual Property Rights.


 


(a)                                  The
Sellers own exclusively and solely, or have the valid right to use, and have
good and marketable title to all of the Seller Intellectual Property, free and
clear of all Encumbrances, and in no material respects is any other
Intellectual Property used to operate the Business as currently conducted.  None of the Seller Intellectual Property or
the commercially available off-the-shelf software used in the Business, or any
of the past or current uses of the Seller Intellectual Property or the
commercially available off-the-shelf software used in the Business by any of
the Sellers, has violated or infringed upon or interfered with, or is violating
or infringing upon or interfering with, any Intellectual Property or any right,
title or interest in or to any commercially available off-the-shelf software of
any person or entity, with the exception of such violation or infringement as
would be reasonably expected to result in a loss, liability, damages, judgment,
or settlement of less than $25,000.  To
the knowledge of Sellers, no person is violating or infringing upon or
interfering with, or has violated or infringed upon or interfered with at any
time, any Seller Intellectual Property.


 


(b)                                 Section
3.10(b) of the Disclosure Schedule sets forth a complete and accurate list of
all (i) registered trademarks, service marks, and copyrights of the Sellers and
of Parthenon Ltd., and patents (including, without limitation, reissues and
reexamined patents, substitutes, divisions, continuations,
continuations-in-part, renewals, and extensions) of the Sellers and of
Parthenon Ltd., (ii) trademark, service mark, copyright, and patent
applications (including, without limitation, applications for provisional
patents and patent reissues, reexaminations, substitutes, divisions,
continuations, continuations-in-part, renewals, and extensions) of the Sellers
and of Parthenon Ltd., and (iii) filings with any governmental authority
regarding trademarks, service marks, copyrights, and patents (including,
without limitation, reissues and reexamined patents, substitutes, divisions,
continuations, continuations-in-part, renewals, and extensions) owned, held, or
used by the Sellers and of Parthenon Ltd. (except as listed pursuant to
foregoing subsections (i) or (ii)).


 


(c)                                  Section
3.10(c) of the Disclosure Schedule sets forth a complete list of all material
licenses, sublicenses, and other Contracts concerning the Seller Intellectual
Property and all commercially available off-the-shelf software used in the
Business.


 


(d)                                 None
of the Sellers has disclosed, made available, or delivered any trade secret or
computer software (in object code or source code), programs, systems,
algorithms, menu structures, syntax, and applications to any person to the
detriment of the Sellers for the benefit of any person other than the Sellers.  None of the Seller Intellectual Property
owned by any of the Sellers is registered in the name of any one or more
persons or entities other than the Sellers, including, without limitation, any
one or more current or former owners, shareholders, partners, directors,
executives, officers, employees, salesmen, agents, customers, representatives
or contractors of any Seller, nor does any such person have any right to
royalty payments therein or thereto.  No
Consent or permission is required from any person for the Sellers to fully
exploit any


 


18

















 


and all customer information or lists,
prospective customer information or lists, or supplier information or lists
included in the Assets, other than the Excluded Assets.


 


(e)                                  Set
forth on Schedule 3.10(e) of the Disclosure Schedule are all Internet domain
names owned, held, registered, or used by any Seller or by Parthenon Ltd.  The Sellers or Parthenon Ltd., as the case
may be, are the registrants of all such domain names (and the applicable Seller
or Parthenon Ltd. is identified as such in the records of the applicable domain
name registrars), and all registrations of domain names are current and in good
standing until such dates as set forth on Schedule 3.10(e) of  the Disclosure Schedule.  No action or activity has been taken or is
pending to challenge rights to, suspend, cancel or disable any such domain
name, any registration therefor, or any right of any Seller thereto (including,
but not limited to, the right to use a domain name).  For a period of one (1) year following the Closing Date, the
Sellers shall provide prompt written notice to the Buyers of each written
notice or communication received by any Seller from an Internet domain name
registrar or registry pertaining to such domain names.


 


(f)                                    To
the extent that any Seller has any right or license to reproduce, perform, display, distribute, publish, or
prepare derivative works based upon a Publication, the Sellers shall, in all
material instances, have the right and license to so reproduce, perform,
display, distribute, publish, or prepare derivative works based upon the
Publication, in whole or in part, by any and all means and in any and all
media, forms, and formats, now known or developed in the future, including, but
not limited to, paper, electronic, digital, magnetic, optical, and other means,
media, forms, and formats, and to do so separately, in combination with other
works, or as part of a compilation of works, collective work, database of works,
or new work or works, whether or not such other work or works or resulting work
or works are in the same medium, form, or format as the work of authorship as
delivered to any Seller.


 


(g)                                 To Sellers’ knowledge,
consistent with past practices, there is no foreseeable reason why publishing
or other deadlines for the publication or distribution of any issue or edition
of any of the Publications will not be met. 
No Seller has received written notice of any objection from any person
to the carrying on of the business of any of the Sellers under the name of any
of the Publications.


 


(h)                                 To
the extent that any Seller Intellectual Property or Intellectual Property used
by Parthenon Ltd. in the ordinary course of its business is computer software
(in object code or source code), programs, systems, algorithms, menu
structures, syntax, or applications owned, developed, or under development by
any Seller or Parthenon Ltd., Schedule 3.10(h) of the Disclosure Schedule sets
forth a description of each, the language in which each is written, and the
type of hardware platform(s) on which each runs.  With respect to the foregoing, (a) the Sellers maintain
machine-readable master-reproducible copies, source code listings, technical
documentation and user manuals for the most current releases and versions
thereof, (b) it can be maintained and modified by reasonably competent
programmers familiar with such language and hardware, and (c) it operates in
accordance with the user manuals and technical documentation therefor without material
operating defects.  No portion of any
such computer software (in object code or source code), programs, systems,
algorithms, menu structures, syntax, or applications owned, developed, or under
development by any Seller or Parthenon Ltd., and, to the knowledge of the
Sellers and Parthenon Ltd., no portion of any such computer software (in object
code or source code), programs, systems, algorithms, menu structures, syntax,
or applications not owned,


 


19

















 


developed, or under development by any Seller
or Parthenon Ltd., contains any “back door,” “time bomb,” “Trojan horse,”
“worm,” “drop dead device,” “virus” or other software routine, code, or program
or hardware component that permits unauthorized access to or use of or disables
or erases software, hardware, or data without the consent of the user, or that
is intended or designed to do so.


 


3.11.                        Insurance.  The insurance contracts (the “Policies”)  maintained by the Sellers are
substantially consistent with industry standards, the requirements of any
applicable leases and are in at least the minimum amounts required by, and are
otherwise sufficient for purposes of, any currently applicable law.  Each of the Policies is valid and
enforceable.


 


3.12.                        Tax Matters.


 


(a)                                  For
purposes of this Agreement (except in the case of the Parthenon Tax Warranties
and the Parthenon Tax Covenant), “Taxes” shall mean (i) any federal,
state, provincial, local, territorial and foreign income, profits, franchise,
gross receipts, payroll, sales, employment, use, property, real estate,
transfer, excise, value added, estimated, stamp, alternative or add- on
minimum, environmental, withholding and any other taxes, duties or assessments,
together with all interest, penalties and additions imposed with respect to
such amounts or (ii) liability for the payment of any amounts of the type
described in clause (i) as a result of being a party to any agreement or any
express or implied obligations to indemnify any other person.  For purposes of this Agreement, “Tax
Returns” shall mean any return, declaration, report, claim for refund, or
information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.  “Post-Closing Tax Period” shall mean
any Tax period or portion thereof commencing after the Closing Date.  For purposes of this Agreement, “Pre-Closing
Tax Period” shall mean any Tax period or portion thereof ending on or
before the Closing Date.


 


(b)                                 There
are no Tax liens with respect to the Assets other than for Taxes not yet due
and payable.


 


(c)                                  The
Sellers have timely paid all material Taxes payable for the Pre-Closing Tax
Period which will have been required to be paid on or prior to the Closing
Date, the non-payment of which would result in a lien on any Asset, or would
result in the Buyers becoming liable or responsible therefor.


 


(d)                                 The
Sellers have withheld from the salaries, wages, and other compensation of any
Employee (or former employees) or independent contractor related to the
Business all material Taxes related to the Business and required to be so
withheld, for all periods for which the statutory period of limitations for the
assessment of such Tax has not yet expired, and all forms W-2 and 1099 with
respect thereto have been properly completed and filed.


 


(e)                                  All
documents which are in the possession or under the control of the Sellers and
which are necessary to establish the title of the Sellers to any of the Assets
and which attract stamp duty in the United Kingdom have been duly stamped.


 


(f)                                    CRC
Press U.K. is registered for the purposes of the Value Added Tax Act 1994 in
respect of the U.K. Business carried on by it and has complied in all material
respects


 


20

















 


with the terms of that Act and all
regulations made and notices issued thereunder.  CRC Press U.K. has not elected to waive the exemption pursuant to
paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in respect of any of
the Leased Real Properties situated in the U.K.  CRC Press U.K. has not in relation to the U.K. Business carried
on by it made any exempt supplies such that it is unable to obtain full credit
for input tax paid or suffered by it and the Assets of the U.K. Business
carried on by CRC Press U.K. include no capital items within the meaning of
Part XV of the Value Added Tax Regulations 1995.


 


(g)                                 For
the avoidance of doubt, this Section 3.12 shall not include any representation
or warranty in relation to the tax affairs of Parthenon Ltd., which shall be
dealt with in the Parthenon Tax Warranties.


 


3.13.                        Employment
and Benefits.


 


(a)                                  Labor
Controversies.  (i) The Sellers are
each in compliance in all material respects with all applicable Laws respecting
employment and employment practices, terms and conditions of employment, wages
and hours, and health and safety; (ii) there is no unfair labor practice charge
or complaint, question concerning representation, or compliance proceeding
against the Sellers pending before the National Labor Relations Board; (iii)
there is no labor strike, dispute, slowdown or stoppage actually pending or
threatened against or affecting the Sellers; and (iv) none of the Sellers are a
party to, or subject to, a collective bargaining agreement, and no collective bargaining
agreement relating to employees of the Sellers or Parthenon Ltd. is currently
being negotiated and, to the knowledge of the Sellers, there is no activity or
Proceeding by any labor organization or other group seeking to represent the
Employees or to organize any of the Employees.


 


(b)                                 Employee
Benefit Plans.


 


(i)                                     For purposes of
this Agreement, “Benefit Plans” shall mean all “employee benefit plans”
(within the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended “ERISA”), including, without limitation,
“multiemployer plans” within the meaning of Sections 3(37) and 4001(a)(3) of
ERISA), retirement, savings, stock purchase, stock option, severance,
employment, change-in-control, fringe benefit, collective bargaining, bonus,
incentive, deferred compensation and all other employee benefit plans,
agreements, programs, policies or other arrangements (whether or not subject to
ERISA).  Section 3.13(b)(i) of the
Disclosure Schedule sets forth a list of each Benefit Plan as to which both (A)
any employee of the Sellers or Parthenon Ltd. (collectively, the “Employees”),
or former employees, has any present or future right to benefits and (B) the
Sellers or Parthenon Ltd. have any present or future liability (each, a “Seller
Benefit Plan”).


 


(ii)                                  With respect to each
Seller Benefit Plan, the Sellers have made available to the Buyers a copy or
written description thereof.


 


(iii)                               Each Seller Benefit Plan
has been established and administered in accordance with its terms and is in
compliance with the applicable provisions of ERISA, the Code and other
applicable Laws, in all material respects.


 


(iv)                              Neither the Sellers nor
Parthenon Ltd. sponsors, contributes to or


 


21

















 


has any liability with respect to any Benefit Plan subject to Title IV
of ERISA.


 


(v)                                 Neither the Sellers
nor Parthenon Ltd. sponsors, contributes to or has any liability with respect
to any medical, health or dental benefits plan or program under which benefits
are paid in full or in part from its general assets.


 


(vi)                              Neither the Sellers nor
Parthenon Ltd. sponsors, contributes to or has any liability respect to any
“excess benefit plan”, as described in 
Section 4(b)(5) of ERISA or “deferred compensation” plan or program as
described in Section 301(a)(3) of ERISA.


 


(c)                                  Employment
Contracts.  Except as set forth at
Section 3.13(e) of the Disclosure Schedule, there are no employment contracts
between the Sellers or Parthenon Ltd., on the one hand, and the Employees, on
the other hand, other than contracts representing the standard terms and
conditions of employment prevailing between the Sellers, Parthenon Ltd. and
their respective Employees.


 


(d)                                 Payment
of Wages and Benefits.  As of
February 21, 2003, the Sellers had paid all salaries, wages, bonuses, vacation
pay, miscellaneous employee benefit expenses, employer’s portion of Social
Security, Medicare premiums, federal and state employment taxes, healthcare and
workers’ compensation costs and state unemployment taxes with respect to all of
their Employees (and former employees) and to all Employees (and former
employees) due and payable as of such date and the Sellers have and will
continue to pay all such amounts as they become due and payable through
Closing.


 


(e)                                  Names,
Pay Rates, and Work Locations. 
Section 3.13(e) of the Disclosure Schedule lists all of the Employees
and (a) their titles, if any; (b) their work locations; (c) their dates of
hire; (d) their current salaries or wages; (e) any specific bonus, commission
or incentive plans or agreements for or with them; and (f) any outstanding
loans or advances made to them.


 


(f)                                    U.K.
Employment.  (i) Schedule 3.13(f)
lists all Employees of the U.K. Business (the “TUPE Employees”) and the
Employees of Parthenon Ltd. (together, the “Transferred U.K. Employees”)
and no persons other than the Transferred U.K. Employees are employed by
Parthenon Ltd. or are employees of the U.K. Business.  (ii) The Disclosure Schedule contains copies of all the:  (x) standard terms and conditions, staff
handbooks and policies which apply to the Transferred U.K. Employees; and (y)
terms of employment which apply to the Transferred U.K. Employees and which are
variations from the standard terms and conditions.  (iii) Save as specified in the Disclosure Schedule the Sellers
have not entered into any agreement or arrangement for the management or
operation of its business or any part thereof other than with those of the
Transferred U.K. Employees.  (iv) IHI
and the Sellers have not entered into any agreement and no event has occurred
which may involve IHI and the Sellers in the future acquiring any undertaking
or part of one such that the Transfer of Undertakings (Protection of
Employment) Regulations 1981 (as amended) (the “U.K. Employment Legislation”)
may apply thereto.  (v) Within the one
(1) year preceding the date hereof, IHI and the Sellers have not been engaged
or involved in any trade dispute (as defined in section 218 of the Trade Union
and Labour Relations (Consolidation) Act 1992) (“TULR (C)A”) with any
Transferred U.K. Employee, trade union, staff association or any other body
representing any Transferred U.K. Employee. 
(vi) Save as set out in the Disclosure Schedule, in relation to the TUPE
Employees,


 


22

















 


IHI and the Sellers have complied with its or
their obligations to inform and consult with trade unions and other
representatives of workers under the U.K. Employment Legislation.  (vii) Save as set forth in the Disclosure
Schedule,  no Transferred U.K.
Employee:  (x) has given or received
notice to terminate his employment; and (y) is on secondment, maternity leave
or absent on long term sickness or other leave of absence; and there are no
outstanding offers of employment or engagement to work in the U.K. Business and
no person has accepted such an offer but not yet taken up the position
accepted.  (viii) Save as set out in the
Disclosure Schedule, no TUPE Employee has indicated any objection to the
transfer of the Business to the Buyer under the U.K. Employment Legislation,
and as far as IHI and the Sellers are aware no such objection is pending or
threatened.


 


(g)                                 U.K.
Pensions.  The Sellers: (i) have no
obligations (whether legally binding or not) to: (a) pay any pension; or
(b) make any other payment on or after retirement or death or during
periods of sickness or disability (whether of a temporary or permanent nature);
or (c) otherwise to provide “relevant benefits” (within the meaning of
section 612 Taxes Act 1988) to, or in respect, of any of the Transferred U.K.
Employees (or their spouses or dependants); and (ii) are not a party to or
obliged to contribute to any scheme or arrangement (including a personal
pension scheme as defined in section 630 Taxes Act 1988) having as its purpose
or one of its purposes the making of any such payments, or the provision of any
such benefits, as are mentioned in sub-paragraph (a) above.  No undertaking or assurance has been given
to any of the Transferred U.K. Employees (or their spouses or dependants) as to
the continuance or introduction or improvement of any benefits referred to in
this Section 3.13(g) which the Sellers would be required to implement in
accordance with good industrial relations practice, whether or not there is any
legal obligation to do so.


 


3.14.                        Permits, Licenses and Franchises.  All material permits, licenses, approvals,
franchises, authorizations, exemptions, classifications, registrations, and
similar documents or instruments issued by any governmental entity to any Seller
necessary for the Business as currently conducted (collectively, the “Permits”),
are listed in Section 3.14 of the Disclosure Schedule.  All Permits are valid and in full force and
effect.  Each Permit has been duly
obtained and, to the knowledge of the Sellers is not subject to any pending or
threatened administrative or judicial proceeding to revoke, cancel or declare
such Permit invalid in any material respect. 
The Permits are sufficient and adequate in all material respects to
permit the continued lawful conduct of the Business in the manner now conducted
and as has been proposed by the Sellers to be conducted, and none of the
operations of the Business is being conducted in a manner that violates in any
material respect any of the terms or conditions under which any Permit was
granted.  The Sellers are in compliance
in all material respects with all terms required for the continued
effectiveness of each such Permit, and there is no pending or, to the knowledge
of the Sellers, threatened, revocation or involuntary non-renewal of any such
Permit.


 


3.15.                        Environmental
Laws.  Each of the Sellers in
relation to the Assets (including for the avoidance of doubt the Transferred
U.K. Employees) and Parthenon Ltd. and/or the Business, has obtained,
maintained in effect and is in compliance with and has no liability under all
licenses, permits, registrations, approvals and other authorizations required
under all applicable Laws, regulations and other requirements of governmental
or regulatory authorities relating to pollution or to health, safety (including
worker safety) or to the protection of the environment, including without
limitation, natural resources (all such Laws, regulations, licenses, Permits,


 


23

















 


registrations, approvals, authorizations and
requirements being collectively referred to as “Environmental Laws”) and
is, and has been, in compliance with all and has no liability (including
liability to upgrade premises or work places) under Environmental Laws (whether
or not enforced), except where the failure to obtain, maintain or comply or the
liability would not have a Material Adverse Effect.  Without prejudice to the generality of the foregoing, there has
been no release or, to the knowledge of the Sellers, threatened release of any
Hazardous Material to the environment originating at, on, from or in connection
with any of the Leased Real Property or properties owned, used or occupied by
Parthenon Ltd. at any time, or the Sellers’ or Parthenon Ltd.’s operations
thereat during the period that the Sellers have owned, used, leased or occupied
the same, except for any such releases that would not have a Material Adverse
Effect.  Neither the Sellers nor
Parthenon Ltd. have received written notice of nor, to the knowledge of
Sellers, is there any alleged violation of or liability under any Environmental
Laws in connection with the present or past businesses or properties of the
Sellers or Parthenon Ltd., including without limitation off-site waste
disposal, and there exists no writ, injunction, decree, order or judgment
outstanding, nor any lawsuit, proceeding, citation, summons or government
agency investigation relating thereto, except, in any case, for any such
matters that would not have a Material Adverse Effect.  This Section 3.15 is the sole and exclusive
representation as to environmental matters. 
To the extent (and only to the extent) that the foregoing
warranties of this Section 3.15 are made in relation to Parthenon Ltd., such
warranties shall be read to the extent they relate to Parthenon Ltd. as though
prefaced and/or limited by the words “to the knowledge of the Sellers” and for
the avoidance of doubt, the foregoing provision shall not apply generally in
relation to the warranties at Section 3.15 and not to any other warranties in
this Agreement.


 


3.16.                        Compliance
with Laws.  The Business and
operations of the Sellers have not been, and are not being, conducted in
violation in any material respect of any applicable Laws.  No Seller has received written notice of any
violations of Laws, the effect of which would be material to the Business or to
any of the Assets.


 


3.17.                        Material
Assets.  The Assets are in the
possession of the Sellers and represent in all material respects all of the
property that is necessary to the conduct of the Business as now conducted and
as presently contemplated to be conducted by the Sellers.  There are no Assets other than the Excluded
Assets used by, or owned by, the Sellers that are not being sold hereunder to
the Buyers.


 


3.18.                        Finders;
Brokers.  With the exception of
fees and expenses payable to The Van Tulleken Company, which shall be the
Sellers’ sole responsibility, the Sellers are not a party to any agreement with
any finder or broker or in any way obligated to any finder or broker for any
commissions, fees or expenses in connection with the origin, negotiation,
execution or performance of this Agreement or anything in it.


 


3.19.                        No Other Representations and
Warranties.  Except for the
representations and warranties of the Sellers, neither IHI nor any Seller, or
any other person, makes any other express or implied representation or warranty
on behalf of the Sellers or IHI, including, without limitation, representations
or warranties as to the probable success or profitability of the ownership, use
or operation of the Assets by the Buyers after the Closing.


 


24

















 


SECTION 4.

REPRESENTATIONS OF THE BUYERS


 


The Buyers,
jointly and severally, represent and warrant as follows:


 


4.1.                              Corporate Existence.


 


(a)                                  The
U.S. Buyer is a corporation duly organized and validly existing and in good
standing under the laws of the jurisdiction of its incorporation and has the
requisite power and authority to own, lease and operate the Assets and to carry
on its business as the same is now being conducted.  The U.S. Buyer is duly authorized, qualified or licensed to do
business as a foreign corporation and in good standing in every jurisdiction
where, by reason of the nature of its business or the character of the Assets,
the failure to be so qualified would have a material adverse effect on the
ability of the Buyers to consummate the transactions contemplated hereby (a “Buyer
Material Adverse Effect”).


 


(b)                                 The
U.K. Buyer is a private company limited by shares and organized under the laws
of England and Wales, duly organized and validly existing and in good standing
under the laws of the jurisdiction of its incorporation and has the requisite
power and authority to own, lease and operate the Assets and to carry on its
business as the same is now being conducted. 
The U.K. Buyer is duly authorized, qualified or licensed to do business
as a foreign corporation and in good standing in every jurisdiction where, by reason
of the nature of its business or the character of the Assets, the failure to be
so qualified would have a Buyer Material Adverse Effect.


 


4.2.                              Corporate Authority.  This Agreement and the consummation of all
of the transactions provided for herein have been duly authorized by the
respective Board of Directors of the Buyers and have been duly authorized by
all requisite corporate, shareholder or other action prior to Closing by the
Buyers, and each of the Buyers have full power and authority to execute and
deliver this Agreement and to perform their respective obligations
hereunder.  This Agreement has been duly
executed and delivered by the Buyers, and constitutes a valid and legally
binding obligation of each of the Buyers, enforceable in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency
fraudulent transfer, reorganization, moratorium and similar Laws of general
applicability affecting the enforcement of creditor’s rights and to general
principles of equity.  The execution and
delivery of this Agreement by the Buyers or the consummation by the Buyers of
the transactions contemplated, hereby will not violate or conflict with any
provision of the Certificate of Incorporation or By-Laws of the U.S. Buyer or
the Memorandum or Articles of Association of the U.K. Buyer, or result in any
breach or constitute any default under, or Encumbrance upon, any material
contract or indenture, mortgage, lease, license, grant or note to which the
Buyers are subject or are a party.


 


4.3.                              Governmental Approvals; Consents.  The execution and delivery of this Agreement
and all other documents contemplated hereunder do not violate any order,
judgment or decree to which the Buyers are subject.  No claim, legal action, suit, arbitration, governmental
investigation, action, or other legal or administrative Proceeding is pending
or, to the knowledge of the Buyers, threatened against the Buyers which would
enjoin or delay the transactions contemplated hereby.  No Consent is or has been required on the part of the Buyers in
connection with the execution and delivery of this Agreement or the
consummation of the transactions


 


25

















 


contemplated hereby except for (a)
notification pursuant to, and expiration or termination of the waiting period
under, the Hart-Scott Act and notification pursuant to, and appropriate
clearances (or deemed clearances) having been obtained in respect of the German
Act against Restraints of Competition and the Austrian Cartel Act, and (b) such
Consents, the failure of which to obtain or make would not have a Buyer
Material Adverse Effect.


 


4.4.                              Finders; Brokers.  Neither Buyer is a party to any agreement with any finder or
broker, or in any way obligated to any finder or broker for any commissions,
fees or expenses, in connection with the origin, negotiation, execution or
performance of this Agreement.


 


4.5.                              Financial Capacity.  The Buyers have in hand cash or have obtained a commitment letter
from a lender satisfactory to the Buyers (the “Buyers’ Lender”)
sufficient for financing the transactions contemplated by this Agreement (the “Financing
Commitment”).


 


4.6.                              No Other Representations or
Warranties.  Except for the
representations and warranties contained in this Section 4, neither of the
Buyers nor any other person makes any other express or implied representation
or warranty on behalf of the Buyers.


 


SECTION 5.

AGREEMENTS OF THE BUYERS AND THE SELLERS


 


5.1.                              Operation of the Business.  Except as disclosed in Section 5.1 of the
Disclosure Schedule, the Sellers covenant that until the Closing they will, and
will cause Parthenon Ltd. to, in a manner consistent with their respective past
practices, to maintain and preserve intact the Business and to maintain the
ordinary and customary relationships of their authors, suppliers, customers and
other businesses having business relationships with any of them, with a view
toward preserving for the Buyers to and after the Closing Date the Business,
the Assets and the goodwill associated therewith.  Until the Closing Date, the Sellers shall (i) use their
commercially reasonable efforts to maintain all their or Parthenon Ltd.’s
tangible assets owned or used by Sellers in the Business in good condition and
repair (subject to normal wear and tear), (ii) maintain their and Parthenon
Ltd.’s insurance policies and Permits in connection with or relating to the
Business in full force and effect, (iii) use their commercially reasonable
efforts to repair, restore or replace any of their or Parthenon Ltd.’s assets
used in the Business that are damaged, destroyed, lost or stolen, (iv) use
their commercially reasonable efforts to comply with all applicable Contracts,
Permits and laws, including without limitation, common law, rules, ordinances,
codes and regulations of any national (U.S. or foreign), state or local
government, agency or body in any jurisdiction (“Laws”) relating to or
for the benefit of the Business, (v) properly file all Tax Returns, annual
reports and other returns and reports required to be filed by them with respect
to the Business or Assets, and (vi) fully pay when due all Taxes and fees
payable by them or Parthenon Ltd. with respect to the Business or Assets.  The Sellers shall maintain and shall cause
Parthenon Ltd. to maintain their corporate existence and good standing in their
respective jurisdictions of incorporation or organization.  Until the Closing Date, the Sellers shall,
and shall cause Parthenon Ltd. to, continue to operate and conduct the Business
in the ordinary course, and maintain their respective Books and Records in
accordance with past practice and will not, without the prior written approval
of the Buyers, except as set forth in Section 5.1 of the Disclosure Schedule or
with respect to the Excluded Assets or Excluded


 


26

















 


Liabilities, take any of the following
actions (excluding any such actions as are consistent with the Sellers’
existing business plans and that have been disclosed to Buyers in writing):


 


(a)                                  sell,
transfer or otherwise dispose of or encumber any of their properties (including
any termination, or the giving of a notice to terminate, a lease or tenancy) or
Assets, other than in the ordinary course of business;


 


(b)                                 cancel
any material debts or waive any material claims or rights, except in the
ordinary course of business;


 


(c)                                  increase
or grant any increase in the compensation of officers or Employees, except for
increases (i) in the ordinary course of business and consistent with past
practice, or (ii) as required by any Benefit Plan;


 


(d)                                 make
any capital expenditure or commitment, other than (i) in the ordinary course of
business, or (ii) pursuant to existing commitments or business plans that have
been disclosed to Buyer in writing; provided, that in no event shall any
capital expenditure exceed $30,000;


 


(e)                                  commence
litigation or arbitration proceedings or, except in the normal course of
business, compromise, settle, or release such proceedings or waive material
rights in relation to such proceedings;


 


(f)                                    except
with respect to endorsement of negotiable instruments in the ordinary course of
business, incur, assume or guarantee any indebtedness for borrowed money other
than (i) indebtedness for borrowed money incurred in the ordinary course of
business or (ii) refundings of existing indebtedness;


 


(g)                                 create,
alter, issue, acquire, reduce, repay or redeem any Parthenon Shares;


 


(h)                                 agree
or undertake, whether in  writing
or otherwise, to do any of the following: (i) adopt, sponsor or enter into
any new Benefit Plan or modify any existing Benefit Plan for any Employees (or
former employees) or amend the terms of employment or engagement of any
Employee (except in the usual course of business) or employ, engage, or
terminate the employment or engagement of any Employee, except for any such termination
“for cause” and except in the ordinary course of business, (ii) participate in
any merger, consolidation or reorganization except with regard to Parthenon
Inc., (iii) begin to engage in any new type of business or enter into a
material long-term agreement or obligation outside the ordinary course of
business, (iv) acquire the business or any bulk assets of any other person
engaged in a business similar to the Business, (v) completely or partially
liquidate or dissolve, or (vi) terminate any material part of the Business.


 


5.2.                              Investigation of Business.  The Buyers may, prior to the Closing Date,
make or cause to be made such investigation of the Business and of the
financial and legal condition of the Sellers as the Buyers deem necessary or
advisable.  The Sellers will permit the
Buyers and their authorized agents or representatives, including their
independent accountants, to have full access to the Business, Books and Records
at reasonable hours to review information and documentation relative to the
properties, books, Contracts and commitments relating to the Assets and the


 


27

















 


Assumed Liabilities.  The Buyers and their representatives will
hold in confidence all confidential information obtained from the Sellers,
their officers, agents, representatives or employees in accordance with the
provisions of the letter dated October 24, 2002 between the Buyers and the
Sellers (the “Confidentiality Letter”).


 


5.3.                              Mutual Cooperation; No Inconsistent
Action.


 


(a)                                  Subject
to the terms and conditions hereof, the Sellers and the Buyers agree to use
their reasonable best efforts to take, or cause to be taken, all actions and to
do, or cause to be done, all things necessary, proper or advisable to
consummate and make effective the transactions contemplated by this Agreement,
including but not limited to, (i) such consents and approvals as may be
required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the “Hart-Scott Act”) and any similar foreign legislation
(including, without limitation, the German Act against Restraints of
Competition and the Austrian Cartel Act), and (ii) any Consents required for
the assignment to the Buyers of the Contracts set forth in Section 5.3 of the
Disclosure Schedule.


 


(b)                                 The
Buyers and the Sellers shall timely and promptly make all filings which may be
required by each of them in connection with the consummation of the
transactions contemplated hereby under the Hart-Scott Act and any similar
foreign legislation (including, without limitation, the German Act against
Restraints of Competition and the Austrian Cartel Act).  Each party shall furnish to the other such
necessary information and assistance as the other party may reasonably request
in connection with the preparation of any necessary filings or submissions by
it to any U. S. or foreign governmental agency, including, without limitation,
any filings necessary under the provisions of the Hart-Scott Act, the German
Act against Restraints of Competition and the Austrian Cartel Act.  Each party shall provide the other party the
opportunity to make copies of all correspondence, filings or communications (or
memoranda setting forth the substance thereof) between such party or its
representatives, on the one hand, and the Federal Trade Commission (the “FTC”),
the Antitrust Division of the United States Department of Justice (the “Antitrust
Division”) or any similar foreign governmental agency or members of their
respective staffs, on the other hand, with respect to this Agreement or the
transactions contemplated hereby.


 


(c)                                  The
Sellers and the Buyers shall each notify and keep the other advised as to (i)
any litigation or administrative Proceeding pending and known to such party, or
to its knowledge threatened, which challenges the transactions contemplated
hereby and (ii) any event or circumstance which would constitute a breach of
their respective representations and warranties in this Agreement, provided
that the failure of the Sellers or the Buyers to comply with clause (ii) shall
not subject the Sellers or the Buyers to any liability hereunder except as and
to the extent the Sellers or the Buyers would be responsible for a breach of
such representations and warranties pursuant to Section 8 (including, without
limitation, the limitations on recovery and the time periods for bringing
claims thereunder).  The Sellers and the
Buyers shall not take any action inconsistent with their obligations under this
Agreement or which would materially hinder or delay the consummation of the
transactions contemplated by this Agreement.


 


(d)                                 With
respect to the Leases set forth in Section 5.3 of the Disclosure Schedule, if
requested by the landlords thereunder in order to effect an assignment thereof,
the


 


28

















 


Buyers agree to name as an assignee, or have
the Leases being assigned guaranteed by, a person with creditworthiness at
least as great as that of CRC Press; provided, however, that in
no event shall such person or assignee assume or be responsible for any
Obligations to the extent inconsistent with the Obligations of the Buyers under
this Agreement.


 


(e)                                  IHI
and the Sellers agree to procure that the joint account described in clause 7
of the Parthenon Acquisition Agreement is terminated prior to the Closing.  To the extent that such funds have not been
so returned, then such joint account shall be operated in accordance with the
Buyers’ instructions following the Closing Date.


 


5.4.                              Public Disclosures.  Each party will issue a press release promptly after signing this
Agreement, and shall give the other parties hereto an opportunity to review
such press release prior to its disclosure. 
Other than the issuance of such press release, the parties agree that,
prior to the Closing Date, neither the Buyers nor the Sellers will issue any
press release or make any other public disclosures concerning this transaction
or the contents of this Agreement without the prior written consent of the
other party.  Notwithstanding the above,
nothing in this Section 5.4 will preclude any party from making any disclosures
required by law or regulation or necessary and proper in conjunction with the
filing of any tax return or other document required to be filed with any
governmental body, authority or agency whether foreign, federal, state or
local.


 


5.5.                              Access to Records and Personnel.


 


(a)                                  The
parties shall retain the books, records, documents, instruments, accounts,
correspondence, writings, evidences of title and other papers relating to the
Assets and the Assumed Liabilities in their possession (the “Books and
Records”) for the period of time set forth in their respective records
retention policies on the Closing Date or for such longer period as may be
required by law or any applicable court order.


 


(b)                                 The
parties will allow each other reasonable access to such Books and Records, and
to personnel having knowledge of the whereabouts and/or contents of such Books
and Records, for legitimate business reasons, such as the preparation of tax
returns or the defense of litigation. 
Following the Closing, each party shall be entitled to recover its
reasonable out-of-pocket costs (including, without limitation, copying costs)
incurred in providing such records and/or personnel to the other party.  The requesting party will hold in confidence
all confidential information identified as such by, and obtained from, the
disclosing party, any of its officers, agents, representatives or employees, provided,
however, that information which (i) was in the public domain; (ii) was
in fact known to the requesting party on a non-confidential basis prior to
disclosure by the disclosing party, its officers, agents, representatives or
employees; or (iii) becomes known to the requesting party from or through a
third party not under an obligation of non-disclosure to the disclosing party,
shall not be deemed to be confidential information.


 


(c)                                  Prior
to the Closing Date, and with the consent of the Sellers and Parthenon Ltd.
(such consent not to be unreasonably withheld), the Sellers and Parthenon Ltd.
will allow representatives of the Buyers reasonable access to the Transferred
U.K. Employees in order that the Buyers can negotiate substantially equivalent
terms and conditions of employment with any such Transferred U.K. Employees,
which may include restrictive covenants, such terms and conditions to take
effect on the Closing Date.


 


29

















 


5.6.                              Employee Relations and Benefits.


 


(a)                                  Conduct
Prior to Closing Date.  Prior to the
Closing Date, neither the Buyers nor their respective affiliates shall take any
action to cause the Sellers or Parthenon Ltd. to terminate the employment of
any Employee, and neither the Sellers nor Parthenon Ltd. shall be under any
obligation to terminate any Employee.


 


(b)                                 Continuity
of Employment.   The parties hereto
intend that there shall be continuity of employment with respect to all
Employees who were employed by the Sellers and Parthenon Ltd. immediately prior
to the Closing Date.


 


(c)                                  Offers
of Employment.  Prior to the Closing
Date, the Buyers shall offer at-will employment to (i) the Employees set forth
on Section 5.6(c)(i) of the Disclosure Schedule and (ii) all other persons
employed by the Sellers immediately prior to Closing excluding the TUPE Employees
and Employees of Parthenon Ltd. (the “Offer Employees”).  Offer Employees who accept the Buyers’
letter of employment are together with the Transferred U.K. Employees referred
to collectively as “Transferred Employees.”


 


(d)                                 Comparable
Benefits.  For one year following
the Closing Date and effective as of the Closing Date the Buyers shall, to the
extent practicable, offer such compensation and benefits (including, but not
limited to, health, welfare, pension, vacation, savings and severance benefits)
to the Transferred Employees which are substantially equivalent in the
aggregate to the compensation and benefits that are in effect for such
employees immediately prior to the Closing.


 


(e)                                  Benefit
Plan Participation.  Except as
expressly provided in this Section 5.6 or except as otherwise required by
applicable law, the Transferred Employees shall cease active participation in
(and accrual of additional benefits under) all Seller Benefit Plans as of the
Closing Date.


 


(f)                                    Employment
Liabilities.  Except as otherwise
specifically provided in this Section 5.6 or Section 1.6, the Buyers shall be
responsible and liable for (i) all liabilities and obligations relating to the
participation of the Transferred Employees under the Seller Benefit Plans on or
after the Closing Date (including, but not limited to, medical, dental and life
insurance benefits for the benefit of Transferred Employees who are receiving
disability income payments under any Benefit Plan, but excluding long-term
disability income benefits payable to the Transferred Employees for long-term
disability claims in pay status prior to the Closing) and (ii) all liabilities
and obligations in connection with the employment (or termination of
employment) of the Transferred Employees arising on or after Closing Date,
including the assumption of any applicable employment or severance agreements
with respect to the Transferred Employees. 
Likewise, the Sellers shall be liable and shall hold the Buyers harmless
for any liabilities and obligations relating to the employment of the
Transferred Employees that are incurred prior to Closing, regardless of when
payable, to the extent such liabilities and obligations are not reflected on
the face of the Final Closing Statement, save for Obligations arising from a failure
by the Buyers to comply with their obligations under Regulation 10(3) of the
U.K. Employment Legislation in relation to the TUPE Employees.


 


30

















 


(g)                                 TUPE
Employees. (i) The Sellers shall retain the services of the TUPE Employees
with the intent that their contracts of employment shall continue in force
until the Closing and then be transferred to the Buyer under the U.K.
Employment Legislation and shall comply, until the Closing, with all its obligations
under the said contracts of employment, under statute and under any agreement
with any trade union.  (ii) The Sellers
shall discharge and hereby undertakes to indemnify the Buyers’ Group against
all liabilities, obligations, costs, claims and demands arising from or in
respect of: (a) any person other than the TUPE Employees who are or have been
at any time prior to Closing engaged to any extent in the U.K. Business; and
(b) any obligation to inform and consult representatives of the U.K. Employees
under the U.K. Employment Legislation, save for obligations arising from a
failure by the Buyers to comply with their own obligations under Regulation
10(3) of the U.K. Employment Legislation in relation to the TUPE Employees.


 


(h)                                 Defined
Contribution Plans.


 


(i)                                     Vesting;
Participation.  As of the Closing
Date, the Sellers shall cause all Transferred Employees to be fully vested in
their account balances under the Information Ventures L.L.C. 401 Savings and
Retirement Plan (the “Savings Plan”) and, as of such date, the active
participation by Transferred Employees in the Savings Plan shall cease.


 


(ii)                                  Distribution of
Plan Assets.  The Sellers shall
cause the account balances of Transferred Employees under the Savings Plan to
be available for distribution to the Transferred Employees.  The Buyers shall allow Transferred Employees
who have elected to take such distributions and who are then employed by either
of the Buyers to transfer such account balances to a defined contribution plan
that is intended to meet the qualification requirements of Code Section 401(a)
that includes a cash or deferred arrangement under Code Section 401(k) and that
covers such Transferred Employees (the “Buyer Savings Plan”).


 


(iii)                               Cooperation.  The Sellers and the Buyers shall provide
each other with such records and information as may be necessary or appropriate
to carry out their obligations under this Section 5.6(h), and shall cooperate
in taking such other actions as may reasonably be required to effect the
distribution and transfer of assets and liabilities as described in this
Section 5.6(h).


 


(i)                                     Liability
For Insurance Claims.  In respect of
insured claims arising out of the conduct of the Sellers or Parthenon Ltd.
which are assumed by the Buyers as of the Closing, including without
limitation, workers compensation, general liability, product liability and
vehicle liability (hereinafter collectively “Claims”), until such time as the
Buyers provide the Sellers with satisfactory evidence that it has made
arrangements through its own insurance companies and administrators to promptly
process and pay such Claims, the Sellers shall process and pay such Claims and
the Buyers hereby agree to, without duplication, promptly reimburse the Sellers
for any amounts paid and costs incurred in respect of such Claims.


 


(j)                                     Welfare
Plans.  With respect to any “welfare
benefit plan” (as defined in Section 3(1) of ERISA) provided by the Buyers for
the benefit of Transferred Employees on and after the Closing, the Buyers shall
(i) cause to be waived any pre-existing condition limitations, if required by
law and (ii) give effect, in determining any deductible and maximum
out-of-pocket 


 


31

















 


limitations, to claims incurred and amounts
paid by, and amounts reimbursed to, such employees with respect to similar
plans maintained by the Sellers or Parthenon Ltd. immediately prior to the
Closing.  The Seller shall be
responsible for welfare benefit claims of Transferred Employees made with
respect to treatments, covered services and/or benefits rendered to or received
by such Transferred Employees as of or before the Closing Date.


 


(k)                                  Accrued
Vacation.  To the extent of the
accrued liability set forth on the  face
of the Final Closing Statement:  (i)
with respect to any accrued but unused vacation time to which any Transferred
Employee is entitled pursuant to the vacation policy applicable to such
employee immediately prior to the Closing (the “Vacation Policy”), the
Buyers shall allow such Transferred Employee to use such accrued vacation to
the extent permitted by Law; (ii) if the Buyers deem it necessary to disallow
such Employee from taking such accrued vacation, the Buyers shall be liable for
and pay in cash to such Employee an amount equal to such vacation time in
accordance with terms of the Vacation Policy to the extent required by law; and
(iii) the Buyers shall be liable for and pay in cash an amount equal to such
accrued vacation time to any Transferred Employee whose employment terminates for
any reason subsequent to Closing.


 


(l)                                     Severance.  The Buyers shall provide severance benefits
to the Transferred Employees who are terminated by the Buyers after the Closing
for reasons other than for cause or serious individual misconduct, which severance
benefits shall be at least as favorable as those provided by the Sellers
immediately prior to the Closing.  The
severance policy of the Sellers is, and has been since February 2002, to
provide any Employee (other than the TUPE Employees and the Parthenon Ltd.
Employees) whose employment is terminated for reasons other than for cause with
one week pay for each completed year of service; provided, that the
minimum severance paid to any such Employee is equal to two weeks pay and the
maximum severance paid to any such Employee shall be equal to twenty-six weeks
pay.


 


(m)                               Service
Credit.  With respect to the
Transferred Employees, the Buyers shall recognize all service with the Sellers
and Parthenon Ltd. for purposes of eligibility and vesting under the benefit
plans and severance policy provided by the Buyers for the benefit of
Transferred Employees on or after the Closing to the extent permitted by Law
and the Buyers’ benefits plans.


 


(n)                                 WARN
Act.  The Buyers agree to provide
any required notice under the Worker Adjustment and Retraining Notification Act
and any other applicable law (“WARN”) and to otherwise comply with any
such statute with respect to any “plant closing” or “mass layoff” (as defined
in WARN) or similar event affecting Transferred Employees and occurring on or
after the Closing or arising as a result of the transactions contemplated
hereby.  The Sellers shall be
exclusively responsible for any WARN obligations that arise from terminations
occurring prior to the Closing, and the Sellers represent that they have not
and will not effect any layoffs in the 90 days prior to the Closing that will
be subject to aggregation with any layoffs that may be effected by the Buyers
subject to the terms of WARN, other than in the ordinary course of business
(and excluding out of the ordinary course economic layoffs).


 


(o)                                 COBRA.  To the extent practical, the Buyers agree to
provide each “M&A Qualified Beneficiary” (within the meaning of Treasury
Regulation Section 54.49808-9) with any notice required in connection with the
transactions contemplated hereby under the Consolidated


 


32

















 


Omnibus Budget Reconciliation Act of 1985, as
amended (“COBRA”), and to provide continuation coverage under COBRA with
respect to each M&A Qualified Beneficiary.


 


(p)                                 No
Rights Conferred on Employees. 
Nothing herein, expressed or implied, shall confer upon any Employee or
former employee of the Sellers or Parthenon Ltd. or any of their affiliates
(including, without limitation, the Transferred Employees), any rights or
remedies, including, without limitation, any right to employment or continued
employment for any specified period of any nature or kind whatsoever, under or
by reason of this Agreement.


 


(q)                                 Flexible
Spending Account.  The Sellers shall
be responsible for any benefit claims of Transferred Employees made with
respect to treatments, expenses, covered services and/or benefits rendered or
received by or with respect to the Transferred Employees under IHI’s Flexible
Spending Account Plan described in Section 3.13 of the Disclosure Schedule.


 


5.7.                              Transition Services.  Except for the Sellers’ duty to cooperate at
their expense with the Buyers as provided elsewhere in this Agreement, for a
period not to exceed six (6) months from the Closing, Sellers agree to make
available to Buyers, at commercially reasonable rates (but in any event not
more than the rates as were charged
for such services as reflected in the Financial Statements, or the Accounts (in
respect of Parthenon Ltd.)), such services as Buyers may reasonably request
that Sellers or Sellers’ affiliates furnished during the prior twelve
(12) months.


 


5.8.                              Non-Solicitation of Employees.


 


(a)                                  Until
the Closing shall have actually occurred, the Buyers and the Sellers acknowledge
that they remain subject to the Confidentiality Letter, notwithstanding Section
5.4.  The Sellers and Buyers further
acknowledge that the value to the Sellers and Buyers of the transactions
contemplated by this Agreement would be substantially diminished if the Sellers
or Buyers or any of their respective affiliates were to solicit the employment
of any employee of the other or their respective affiliates (other than
pursuant to Section 5.6 prior to the Closing Date).  Accordingly, the parties agree that, for a period of two (2)
years following the date hereof, neither the Sellers, IHI, Parthenon Ltd.,
Taylor & Francis Group plc nor the Buyers, or any of their respective
affiliates, shall directly or indirectly solicit the employment of any person
who is an employee of the Sellers, IHI, Parthenon Ltd., Taylor & Francis
Group plc, the Buyers, or any of their respective affiliates; provided, however,
that the foregoing provision (i) will terminate with respect to the Buyers,
Parthenon Ltd. and Taylor & Francis Group plc insofar as such provision
relates to the employees of the Sellers or Parthenon Ltd. and (ii) will not
prevent the Sellers, IHI, Parthenon Ltd., Taylor & Francis Group plc, the
Buyers, or any of their respective affiliates from hiring any employee of the
Sellers, IHI, Parthenon Ltd., Taylor & Francis Group plc or the Buyers, as
the case may be, or any of their respective affiliates (i) who responds to a
public advertisement placed in any medium by or on behalf of such party, (ii)
who has not been employed by the Sellers, IHI, Parthenon Ltd., Taylor &
Francis Group plc, the Buyers, or their respective affiliates during the six
(6) months preceding the Closing Date or (iii) who has been terminated by the
Sellers, IHI, Parthenon Ltd., Taylor & Francis Group plc, the Buyers, or
their respective affiliates prior to the date hereof.


 


33

















 


(b)                                 The
Sellers and the Buyers agree that a monetary remedy for a breach of the
agreements set forth in Section 5.8(a) hereof will be inadequate and
impracticable and further agree that such a breach would cause irreparable
harm, and that the non-breaching party shall be entitled to temporary and
permanent injunctive relief without the necessity of proving actual damages.  In the event of such a breach, the breaching
party agrees that the non-breaching party shall be entitled to such injunctive
relief, including temporary restraining orders, preliminary injunctions and
permanent injunctions as a court of competent jurisdiction shall determine.


 


(c)                                  If
any of the provisions of this Section 5.8 is invalid in part, it shall be
curtailed, as to time, location or scope, to the minimum extent required for
its validity under the Laws of the United States and shall be binding and
enforceable with respect to the Buyers and Sellers as so curtailed.


 


(d)                                 Solely
with respect to Sections 5.8 and 5.9, the term “affiliate” shall mean
(i) in the case of the Sellers, the Sellers, IHI, and each of their and its
subsidiaries and any person that directly or indirectly, through one or more
intermediaries is controlled by, or is under common control with, IHI, the
Sellers and each of their subsidiaries; provided, however that in
no event shall “affiliate” be deemed to include any IHI stockholder solely in
its capacity as such; and (ii), in the case of the Buyers, Taylor & Francis
Group plc and each of their subsidiaries and any person that directly or
indirectly, through one or more intermediaries is controlled by, or is under
common control with, the Buyers, Taylor & Francis plc and each of their
subsidiaries.


 


5.9.                              Covenant Not to Compete.


 


(a)                                  The
Sellers acknowledge that the agreements and covenants contained in this Section
5.9 are essential to protect the value of the Assets being acquired by the
Buyers.  Therefore, the Sellers agree
that for the period commencing on the Closing Date and ending on the second
(2nd) anniversary of the Closing Date, the Sellers shall not, and shall cause
all of the affiliates, shareholders, officers and directors of the Sellers to
not:  (a) participate or engage,
directly or indirectly, whether as an employee, agent, officer, consultant,
director, shareholder, partner, joint venturer, investor or otherwise (i) in
providing, publishing, distributing, and selling or arranging or facilitating
the distribution, publishing, provision or selling, of information or
information products to professionals in the scientific, technical and medical
markets or (ii) engaging in any other business currently conducted by the Sellers;
or (b) induce, solicit or endeavor to entice any person to provide services as
a journal contributor or editor or book author for any journal or book
published (or to be published in any media) which is similar to or competitive
with any Publication; provided, that the foregoing shall not prohibit
the Sellers from owning equity securities in a public company in an amount not
to exceed 5% of the issued and outstanding shares of such company; and provided,
further that the parties acknowledge and agree that the businesses
currently conducted by IHI and its subsidiaries (other than the Sellers and
Parthenon Ltd.) shall not be deemed a violation of this Section 5.9.


 


(b)                                 The
Sellers and the Buyers agree that a monetary remedy for a breach of the
agreements set forth in Section 5.9(a) hereof will be inadequate and
impracticable and further agree that such a breach would cause irreparable
harm, and that the non-breaching party shall be entitled to temporary and
permanent injunctive relief without the necessity of proving actual
damages.  In the event of such a breach,
the breaching party agrees that the non-breaching party


 


34

















 


shall be entitled to such injunctive relief,
including temporary restraining orders, preliminary injunctions and permanent
injunctions, as a court of competent jurisdiction shall determine.  The Buyers, IHI and Sellers further agree
that notwithstanding anything contained herein to the contrary, if the
non-breaching party is not successful for any reason whatsoever in obtaining
temporary and permanent injunctive relief against the breaching party and/or
any of its affiliates, the non-breaching party shall be indemnified and held
harmless for any losses, liabilities or claims of any kind or nature arising
from a breach of this Section 5.9 regardless of any limitation of liability set
forth herein.


 


(c)                                  If
any of the provisions of this Section 5.9 is invalid in part, it shall be
curtailed, as to time, location or scope, to the minimum extent required for
its validity under the Laws of the United States and shall be binding and
enforceable with respect to the Sellers shareholders, officers or directors as
so curtailed.


 


5.10.                        Use of
Names.  Beginning promptly after
the Closing Date (and in any event not later than sixty (60) days after the
Closing Date) the Sellers shall (at their expense) cease all use of all company
names, fictitious names, product names and other names used by the Sellers at
any time on or before the Closing Date and included in the Assets, except as
may be necessary to perform their obligations hereunder.


 


5.11.                        Confidentiality.  IHI and the Sellers and their respective
affiliates shall keep secret and retain in confidence consistent with their
respective policies regarding confidential matters, all confidential matters
relating to the Business and the Assets including, but not limited to, trade
secrets, customer lists, details of consultant contracts, pricing policies,
operational methods, marketing plans or strategies, product development
techniques or plans, business acquisition plans, technical processes, designs
and design projects, inventions, software, source codes, object codes, systems
documentation and research projects and other business affairs relating solely
to the Business and shall not disclose them to anyone outside of the Buyers and
its affiliates, provided, however, this covenant shall not apply
(a) to any information which is or becomes generally available to the public
other than as a result of disclosure by IHI, the Sellers or their affiliates;
(b) to any information which IHI, the Sellers or their affiliates are required
by subpoena, court order or other applicable Law to disclose, provided
that IHI or the Sellers shall, if practicable, give the Buyers an opportunity
to obtain injunctive relief or a protective order with respect to such intended
disclosure; provided, further that, from and after the Closing,
“affiliates” shall not include Parthenon Ltd. for the purpose of this Section
5.11.


 


5.12.                        Tax Cooperation; Allocation of Taxes.


 


(a)                                  The
Buyers and the Sellers agree to furnish or cause to be furnished to each other,
upon request, as promptly as practicable, such information and assistance
relating to the Assets and Parthenon Ltd. 
(including, without limitation, access to Books and Records) as is
reasonably necessary for the filing of all Tax returns, the making of any
election relating to Taxes, the preparation for any audit by any taxing
authority, and the prosecution or defense of any claim, suit or Proceeding
relating to any Tax.  The Buyers and the
Sellers shall cooperate with each other in the conduct of any audit or other
Proceeding relating to Taxes involving the Assets or Parthenon Ltd.  The conduct of the tax affairs of Parthenon
Ltd. shall be subject to the provisions of the Parthenon Tax Covenant.


 


35

















 


(b)                                 All
Taxes that arise from or with respect to the Assets other than Parthenon Ltd.
and which are attributable to a Post-Closing Tax Period shall be borne by the
Buyers.  All Taxes that arise from or
with respect to the Assets other than Parthenon Ltd. which are attributable to
a Pre-Closing Tax Period shall be borne by the Sellers; provided, however,
that the Sellers shall have no liability for any Taxes attributable to actions
taken by the Buyers with respect to the Assets other than Parthenon Ltd. on the
Closing Date that are out of the ordinary course of business, other than this
Agreement and the transactions contemplated hereby.  All Taxes that arise with respect to Parthenon Ltd. shall be
dealt with in accordance with Section 5.14.


 


(c)                                  Subject
to Section 5.13 with respect to any value added tax payable in connection with
the transactions contemplated by this Agreement and excluding any Taxes payable
by Parthenon Ltd., all excise, sales, use, value added, registration stamp,
recording, documentary, conveyancing, franchise, property, transfer, gains and
similar Taxes, levies, charges and fees (collectively, “Transfer Taxes”)
incurred in connection with the transactions contemplated by this Agreement
shall be borne equally by the Sellers and the Buyers; provided, however, the
U.K. Buyer shall pay all stamp taxes incurred in the U.K. in connection with
the transaction.  The Buyers and the
Sellers shall cooperate in providing each other with any appropriate resale
exemption certifications and other similar documentation.  The party that is required by applicable law
to make the filings, reports, or returns with respect to any applicable
Transfer Taxes shall do so, and the other party shall cooperate with respect
thereto as necessary.


 


(d)                                 Neither
the Sellers nor the Buyers shall be liable under this Section 5.12 for (i) any
Tax relating to the Assets other than Parthenon Ltd, the payment of which was made
after the Closing by one party without the other party’s prior written consent,
or (ii) any settlements effected after the Closing without the consent of the
other party, which consent shall not be unreasonably withheld, or resulting
from any claim, suit, action, litigation or other Proceeding taking place after
the Closing in which the other party was not permitted an opportunity to
reasonably participate.


 


5.13.                        Value
Added Tax.


 


(a)                                  All
amounts expressed in this Agreement as being payable by or to the U.K. Buyer
are expressed exclusive of any value added tax which may be chargeable thereon
and the amount of any such value added tax shall be payable in addition thereto
subject as hereinafter provided.


 


(b)                                 If
the U.K. Buyer so requests, the Sellers and the U.K. Buyer shall use all
reasonable endeavors to secure that the conditions of article 5(1) of the Value
Added Tax (Special Provisions) Order 1995 SI 1268 and of section 49 of the
Value Added Tax Act 1994 are fulfilled so that the sale of the Assets hereunder
is properly treated as neither a supply of goods nor a supply of services for
the purposes of value added tax and the provisions of Sections 5.13(c) to (e)
shall apply accordingly.


 


(c)                                  The
Sellers shall on the Closing Date deliver to the U.K. Buyer all records
referred to in section 49(1) of the Value Added Tax Act 1994 and shall not make
any request to HM Customs & Excise for such records to be retained by the
Sellers and the U.K. Buyer hereby


 


36

















 


undertakes to preserve such records for such
periods as may be required by law and shall during that period afford
reasonable access to them at the request of the Sellers.


 


(d)                                 In
the event that HM Customs & Excise determine that value added tax is chargeable
on the sale of the Assets hereunder or any of them then the Sellers shall
immediately notify the U.K. Buyer of such determination and the U.K. Buyer
agrees that such value added tax shall be payable in addition to the sum
specified in Section 2 and the U.K. Buyer shall (against production by the
Sellers of tax invoices in respect thereof) pay the amount of any such value
added tax and any interest and penalties in respect of the same forthwith to
the Sellers but such payment shall be without prejudice to the right of the
U.K. Buyer under this Agreement to call upon the Sellers to make or join an
appeal against the aforesaid determination subject to the provisions of Section
5.13(e) below.  For the avoidance of
doubt, the U.K. Buyer shall not be liable to pay any amount in respect of
interest and penalties which are incurred solely as a result of a default by
the Sellers in paying any amount in respect of VAT received from the U.K. Buyer
to HM Customs and Excise.


 


(e)                                  The
U.K. Buyer at its sole discretion (but after consultation with the Sellers) may
within ten days of notification by the Sellers of a determination having been
made by HM Customs & Excise dispute that determination or request the
Sellers to dispute or join with the U.K. Buyer or any other person in disputing
that determination, including the making of a formal appeal to the Value Added
Tax Tribunal and such higher court of law as may subsequently be required to
reach a decision on the dispute and the Sellers shall promptly comply with any
reasonable request but shall not be obliged to take any action under this
section unless the U.K. Buyer shall indemnify them against all costs and
expenses so incurred.


 


5.14.                        Parthenon Acquisition Agreement.  IHI and the Sellers hereby jointly and severally
covenant and agree with the U.K. Buyer and the U.K. Buyer hereby covenants and
agrees with the Sellers and IHI in the terms of Schedule 6 to the Parthenon
Acquisition Agreement (as if such covenants were repeated in this Agreement, as
of today’s date but subject to the variations set out in Schedule 5.14).


 


5.15.                        Parthenon
Shares.  IHI and the Sellers
shall have waived or procured the waiver of any rights or restrictions relating
to the transferability of the Parthenon Shares (under the articles of association
of Parthenon Ltd. or otherwise) as of the Closing Date.


 


5.16.                        No Claims.  IHI and the Sellers undertake to the Buyers
that, in the event of any claim being made against them for breach of the
representations and warranties contained in schedule 4 to the Parthenon
Acquisition Agreement (as incorporated by Section 3 and varied by Schedule
3.1(d) hereto), they will not make any claim against either of the Buyers or
Parthenon Ltd. or against any of their respective directors, officers or
employees on which or on whom they may have relied before agreeing to any terms
of this Agreement or authorizing any statement in the Disclosure Letter and/or
in the Disclosure Schedule.


 


5.17.                        Separate
Warranties.  The representations
and warranties contained in schedule 4 to the Parthenon Acquisition Agreement
(as incorporated by Section 3 and varied by Schedule 3.1(d) hereto) are
separate and independent and, unless expressly provided to the contrary, are
not limited or restricted by reference to or inference from the terms of any
other provision of this


 


37

















 


Agreement or any other Parthenon Ltd.
representation or warranty (as varied by Schedule 3.1(d) hereto).


 


5.18.                        Bring Down.  The representations and warranties contained
in schedule 4 to the Parthenon Acquisition Agreement (as incorporated by
Section 3 and varied by Schedule 3.1(d) hereto) shall be deemed to have been
repeated immediately prior to Closing by reference to the facts and
circumstances then subsisting.


 


5.19.                        Parthenon Acquisition Agreement.  The
Buyers shall co-operate with the Sellers and the Sellers shall, at the Sellers’
expense, provide all reasonable assistance to the Sellers, take all reasonable
steps required by the Sellers and comply with all reasonable requests made by
the Sellers to enable or assist CRC Press U.K. to comply with its obligations
under the Parthenon Acquisition Agreement.


 


5.20.                        Section
338 Election.  The Buyers or any
of their assigns or any party related to the Buyers will not make an election
pursuant to Section 338 of the Code with respect to the Parthenon Shares.


 


5.21.                        Dividends. 
The Buyers or any of their assigns or any party related to the Buyers
will not cause Parthenon Ltd. to pay a dividend, as defined in Section 316 of
the Code, out of the current or accumulated earnings and profits of Parthenon
Ltd. during the calendar year ended December 31, 2003, unless prior to the
payment of any such dividend, the Buyers shall have consulted with IHI.


 


SECTION 6.

CONDITIONS


 


6.1.                              Conditions Precedent to Obligations
of the Buyers and the Sellers. 
The respective obligations of the Buyers and the Sellers to consummate
the transactions contemplated by this Agreement shall be subject to the
satisfaction at or prior to the Closing Date of the following conditions:


 


(a)                                  No
Injunction, etc.  At the Closing
Date, there shall be no injunction, restraining order or decree of any nature
of any court or governmental agency or body of competent jurisdiction that is
in effect that restrains or prohibits the consummation of the transactions
contemplated hereby or the transfer to the Buyers by the Sellers of any Assets.


 


(b)                                 HSR
Act.  All filings have been made and
any applicable waiting period under the HSR Act shall have expired or been
terminated.


 


(c)                                  German
Act Against Restraints of Competition. 
With respect to the German business activities of the Sellers and
Parthenon Ltd (the “German
Business”) only:


 


(i)                                     the Buyers having
received written confirmation from the German Federal Cartel Office (“GFCO”) that the acquisition
of the Assets by the Buyers (the “Acquisition”)
does not constitute a concentration requiring to be notified to such office, or


 


(ii)                                  the Buyers having
received written confirmation from the GFCO


 


38

















 


that, requiring to be so notified, the GFCO has decided not to oppose
the Acquisition, or


 


(iii)                               the relevant waiting
periods having expired without the GFCO having prohibited the Acquisition.


 


In the event that the condition contained in this Section 6.1(c) is not
fulfilled prior to the fulfilment of the other conditions precedent set out in
this Section 6.1, the Buyers, the Sellers and IHI agree that the Buyers and IHI
and the Sellers shall proceed to consummate the transactions contemplated by
this Agreement save in respect of the German Business, and prior to such
consummation, the Sellers shall provide to the Buyers, a letter in the Agreed
Form between the Buyers, the Sellers and IHI, from CRC Press to Bernd Feldmann,
instructing him that the management of CRC Press and the Buyers will not be
issuing any new instructions as to how to make sales and compete in the German
market, and to therefore conduct the business in Germany as hitherto conducted
and in good faith, until such time as the GFCO approves, or is deemed to have
approved, the acquisition of the Assets by the Buyers.


 


6.2.                              Conditions Precedent to Obligation
of the Sellers.  The obligation
of the Sellers to consummate the transactions provided for in this Agreement is
subject to fulfillment of each of the following conditions:


 


(a)                                  Accuracy
of the Buyers’ Representations and Warranties; Covenants of the Buyers.  (i) The representations and warranties of
the Buyers contained in this Agreement (except as affected by the transactions
contemplated in this Agreement) shall be true and correct in all material
respects, except to the extent qualified by materiality in which case, such
representations and warranties shall be true and correct in all respects, on
the date of this Agreement (unless such representations and warranties speak as
of an earlier date and except to the extent cured prior to the Closing Date),
and on the Closing Date or such earlier date as though made on such date; provided,
however, that the Sellers shall be obligated to proceed with the Closing
unless the failure of any representation or warranty to be true or correct
constitutes a Buyer Material Adverse Effect; (ii) the Buyers shall have
complied in all material respects with all covenants contained in this Agreement
to be performed by them prior to Closing; and (iii) the Sellers shall have
received a certificate signed by an officer of each of the Buyers certifying
the matters set forth in clause (ii) hereof and certifying that the
representations and warranties contained in this Agreement are true and correct
in all material respects or, if any such representations and warranties are
qualified by materiality, in all respects, as of the Closing Date (unless such
representations and warranties speak as of an earlier date) and except to the
extent otherwise disclosed in such certificate.  Notwithstanding the foregoing, if the Closing shall occur after
the Buyer’s disclosure of breaches of a representation or warranty by the
Buyers that did not constitute a Buyer Material Effect, such breach shall not
be deemed waived for any purpose and the Buyers shall be fully responsible for
such breach and be responsible to indemnify the Sellers in accordance with
Section 8 hereof, and


 


(b)                                 Assumption
Agreement.  Each of the Buyers shall
have executed an undertaking (the “Assumption Agreement”) substantially
in the form of Exhibit C pursuant to which the Buyers agree to assume
the Assumed Liabilities; and


 


39

















 


(c)                                  Escrow
Agreement.  The Buyers shall have
executed and delivered to the Sellers the Escrow Agreement.


 


6.3.                              Conditions Precedent to Obligation of the Buyers.  The obligation of the Buyers to consummate
the transactions provided for in this Agreement is subject to fulfillment of
each of the following conditions:


 


(a)                                  Accuracy
of Representations and Warranties of the Sellers and of IHI; Covenants of the
Sellers.  The representations and
warranties of the Sellers and IHI contained in this Agreement (including,
without limitation, those set out in schedule 4 to the Parthenon Acquisition
Agreement (as incorporated by Section 3 and varied by Schedule 3.1(d) hereto))
(except as affected by the transactions contemplated in this Agreement) shall
be true and correct in all material respects except to the extent qualified by
materiality, in which case, such representations and warranties shall be true
and correct in all respects, on the date of this Agreement (except to the
extent cured prior to the Closing Date and unless in each case such
representations and warranties (including, but not limited to, the Parthenon
Warranties) speak as of an earlier date) and on the Closing Date or such
earlier date as though made on such date; provided, however, that
the Buyers shall be obligated to proceed with the Closing unless the failure of
any representation or warranty to be true or correct constitutes a Material
Adverse Effect; (ii) the Sellers shall have complied in all material respects
with all covenants contained in this Agreement to be performed by it prior to
the Closing (it being agreed that, provided the Sellers comply with their
obligations under this Agreement to use commercially reasonably efforts to
obtain such Consents, the failure to deliver any Consent shall not be deemed to
constitute noncompliance of any covenant); and (iii) the Buyers shall have
received a certificate signed by an officer of each of the Sellers and IHI
certifying the matters set forth in clause (ii) hereof and certifying that the
representations and warranties contained in this Agreement are true and correct
in all material respects or, if any such representations and warranties are
qualified by materiality, in all respects, as of the Closing Date (unless such
representations and warranties speak as of an earlier date) and except to the
extent otherwise disclosed in such certificate.  Notwithstanding the foregoing: (a) if the Closing shall occur
after the Sellers’ disclosure of breaches of a representation or warranty by the
Sellers that did not constitute a Material Adverse Effect or because of a
failure of the Sellers to so obtain a Consent, such breach or failure shall not
be deemed waived for any purpose and the Sellers and IHI shall be fully
responsible for such breach or non performance and be responsible to indemnify
the Buyers in accordance with Section 8 hereof; and (b) if any of the Assets
are damaged or suffer a loss covered by insurance between the date of this
Agreement and the Closing Date, the Buyers shall have the right to elect to
either: (i) receive the full insurance proceeds when received by the Sellers
and the amount of the Net Tangible Asset Value under Section 2 shall be
calculated as if such loss had not occurred to the extent of the insurance
proceeds paid or payable to the Buyers; or (ii) allow the Sellers to retain
such proceeds and require that the full amount of the loss be reflected in
reducing the calculation of the Net Tangible Asset Value.


 


(b)                                 Bill
of Sale.  The Sellers shall have
executed a bill of sale and assignments, substantially in the form of Exhibit
D hereto;


 


(c)                                  Release
of Liens.  All Encumbrances existing
with respect to the Assets shall have been discharged and released as of the
Closing Date pursuant to (i) the Credit


 


40

















 


Agreement, dated as of September 24, 1999,
among IHI, Warburg Pincus Information Ventures, Inc., Information Ventures
L.L.C., the lenders party thereto and Bankers Trust Company, as amended; and
(ii) the blanket lien of PNC Bank.


 


(d)                                 Assignment
of Intellectual Property.  The
Sellers shall have executed an assignment of the Sellers’ trademarks and
copyrights, substantially in the form of Exhibit E and Exhibit F
hereto.


 


(e)                                  Escrow
Agreement.  The Sellers shall have
executed and delivered to the Buyers the Escrow Agreement.


 


SECTION 7.

CLOSING


 


7.1.                              Closing
Date.  Unless this Agreement
shall have been terminated and the transactions herein shall have been
abandoned pursuant to Section 9 hereof, the closing of the transactions
contemplated by this Agreement (the “Closing”) shall take place at the
offices of Willkie Farr & Gallagher, 787 Seventh Avenue, New York, NY at
10:00 a.m., New York City on the fifth business day after all of the Conditions
are satisfied or waived, or such other date, time and place as shall be agreed
upon by the Sellers and the Buyers (the actual date and time being herein
called the “Closing Date”).


 


7.2.                              The Buyers’ Deliveries.  At the Closing, upon compliance by the
Sellers with the provisions of Sections 7.3 and 7.4 below, the Buyers shall
deliver to the Sellers:


 


(a)                                  the
Purchase Price as provided in Sections 2.1 and 2.2 hereof;


 


(b)                                 the
documents described in Section 6.2 hereof; and


 


(c)                                  such
other documents and instruments as counsel for the Buyers and the Sellers
mutually agree to be reasonably necessary to consummate the transactions
described herein.


 


7.3.                              The Sellers’ Deliveries.  At the Closing, the Sellers shall deliver to
Buyers:


 


(a)                                  the
documents described in Section 6.3 hereof;


 


(b)                                 the
documents listed in Schedule 7.3, Part I; provided  that, in
relation to Mr. David Bloomer, the Sellers and the Buyers agree that the
Sellers shall use all reasonable endeavors to deliver the letter of resignation
in the Agreed Form described in paragraph 1(c) of Schedule 7.3 to this
Agreement;


 


(c)                                  releases
in the agreed terms for all Encumbrances including, without limitation, in
relation to CRC Press, CRC Press (U.K.) and Parthenon Ltd., the charge in favor
of Bankers Trust; and


 


(d)                                 evidence
in a form satisfactory to the U.K. Buyer that Parthenon Inc. has been disposed
of at fair value for cash; and


 


41

















 


(e)                                  such
other documents and instruments as counsel for the Buyers and the Sellers
mutually agree to be reasonably necessary to consummate the transactions
described herein.


 


7.4.                              The Sellers’ Obligations.  At or prior to Closing, the Sellers have
performed the obligations or entered into the agreements set out in Schedule
7.3, Part II.


 


SECTION 8.

INDEMNIFICATION


 


8.1.                              Indemnification by the Sellers and
IHI.


 


(a)                                  IHI
and the Sellers shall, jointly and severally, defend, indemnify and hold
harmless, without duplication, the Buyers and their respective affiliates
including Parthenon Ltd. (other than in respect of subsection (iii) below) from
and against and in respect of any and all actual losses, liabilities, damages,
judgments, settlements and expenses, including reasonable attorneys’ fees,
incurred directly by the Buyers and their respective affiliates including
Parthenon Ltd. (other than in respect of subsection (iii) below) (hereinafter
the “Buyer Losses”) which arise directly or indirectly out of or in
connection with or which results from or is attributable to: (i) any
breach of any of the representations and warranties of IHI or the Sellers contained
in this Agreement, (including, without limitation, schedule 4 of the Parthenon
Acquisition Agreement (as incorporated by Section 3 and varied by Schedule
3.1(d) hereof); (ii) any breach by IHI or the Sellers of any of their covenants
in this Agreement (save in the case of the covenant given in the Parthenon Tax
Covenant); (iii) the ownership, operation or use of the Assets or the
Businesses prior to the Closing Date, other than the Assumed Liabilities; (iv)
the ownership, use or operation of any of the Excluded Assets; (v) the Excluded
Liabilities; (vi) any liability or obligation relating to the transfer of the
capital stock of Parthenon Inc. to Liquent Ltd.; and (vii)  IHI
and the Sellers agree to indemnify and keep indemnified the Buyers from and
against all costs, claims, demands, liabilities, expenses, damages or losses
which are made or brought against or incurred by the Buyers which arise
directly or indirectly in connection with any failure by Parthenon Ltd. to have
complied with the provisions of the Data Protection Acts 1984 and 1998 at any
time prior to the Closing Date.  The
Buyers shall give IHI and the Sellers prompt written notice of any third party
claim which may give rise to any indemnity obligation under this Section 8.1,
together with the estimated amount of such claim, and IHI and the Sellers shall
have the right to assume the defense of any such claim through counsel of their
own choosing, by so notifying the Buyers within sixty (60) days of receipt of
the Buyers’ written notice; provided, however, that such counsel
shall be reasonably satisfactory to the Buyers.  Failure to give prompt notice shall not affect the
indemnification obligations hereunder in the absence of actual prejudice.  If the Buyers desire to participate in any such
defense assumed by IHI and the Sellers, they may do so at their sole cost and
expense.  If the Sellers decline to
assume any such defense, they shall be liable for all reasonable costs and
expenses of defending such claim incurred by the Buyers, including reasonable
fees and disbursements of counsel. 
Neither party shall, without the prior written consent of the other
party, which shall not be unreasonably withheld, settle, compromise or offer to
settle or compromise any such claim or demand on a basis which would result in
the imposition of a consent, order, injunction or decree which would result in
the admission of liability of the other, restrict the future activity or
conduct of the other party or any subsidiary or affiliate thereof


 


42

















 


or if such settlement or compromise does not
include an unconditional release of the other party for any liability arising
out of such claim or demand or any related claim or demand.


 


(b)                                 The
foregoing obligation to indemnify the Buyers and their respective affiliates
set forth in Section 8.1(a) shall be subject to each of the following
limitations:


 


(i)                                     The
indemnification obligation under Section 8.1(a)(i) and the representations and
warranties pertaining thereto shall not in any respect be extinguished or
affected by the Closing and shall survive for period of twelve (12) months
after the Closing, and thereafter all such representations and warranties of
IHI and the Sellers under this Agreement shall be extinguished, except in the
case of any claim based upon fraud or willful misconduct; provided, that
the representations and warranties contained in Sections 3.1, 3.2, 3.12, and
3.15 shall survive until the expiration of the applicable statute of limitation
(save, in the case of the warranties contained in Section 3.12 which relate to
Assets located in the U.K. and the Parthenon Tax Warranties, after the day
after the seventh (7) anniversary of the Closing) and; provided  further
that the representations and warranties contained in Section 3.10 shall survive
until the two year anniversary of the Closing Date.  No claim for the recovery of the Buyer Losses for claims under
Section 8.1(a)(i) may be asserted by the Buyers after such twelve (12)
month period, except in the case of any claim based upon fraud or willful
misconduct or, with respect to the representations and warranties contained in
Sections 3.10 after the expiration of two year anniversary of the date hereof,
and with respect to claims relating to breaches of the representations and
warranties contained in Sections 3.1, 3.2, 3.12, and 3.15, after the
expiration of the applicable statute of limitations; (save, in the case of the
warranties contained in Section 3.12 which relate to Assets located in the U.K.
and the Parthenon Tax Warranties, after the day after the seventh (7)
anniversary of the Closing); provided, however, that claims first
asserted in writing with specificity within such periods shall not thereafter
be barred.


 


(ii)                                  Subject to Section
8.1(b)(iii), no reimbursement for the Buyer Losses asserted against the Sellers
or IHI under Section 8.1(a)(i) above shall be required unless and until the
cumulative aggregate amount of such Buyer Losses equals or exceeds one million
five hundred thousand dollars ($1,500,000) (the “Threshold”), and then
reimbursement shall be made only to the extent that the cumulative aggregate
amount of the Buyer Losses equals or exceeds seven hundred fifty thousand
dollars ($750,000) (it being understood and agreed that such amount shall be
considered the “Deductible”). 
Notwithstanding anything to the contrary contained in the foregoing, (A)
any Buyer Losses relating to the failure to obtain any of the Consents set
forth in Disclosure Schedule 5.3 (the “Required Landlord and Warehouse
Consents”) shall not be subject to the Threshold or the Deductible; provided
that, if the Sellers use commercially reasonable efforts to obtain such
Consents, the maximum aggregate liability of the Sellers and IHI for any such
Buyer Losses relating to the failure to obtain any Required Landlord and
Warehouse Consents shall not exceed $1,000,000 (exclusive of any costs of the
Sellers to use commercially reasonable efforts); and (B) any Buyer Losses
arising from a breach of Section 3.8(c) hereof shall not be subject to the
Threshold or the Deductible.


 


(iii)                               The Buyers, IHI and the
Sellers hereby agree that in relation only to any claim arising under or
pursuant to the Parthenon Warranties (excluding for these purposes Warranty 14
of the Parthenon Warranties (as varied by Schedule 3.1(d) hereto)) there shall
be disregarded for the purpose of calculating the Threshold and the Deductible
any claim in an 


 


43

















 


amount less than $10,000.


 


(iv)                              The liability to the Buyers
and their respective affiliates under Section 8.1(a) for the Buyer Losses and
for claims under the Parthenon Tax Covenant shall not exceed the Purchase
Price.


 


(c)                                  The
indemnities provided in this Section 8.1(a)(i) and under the Parthenon Tax
Covenant shall survive the Closing for the period set forth in Section
8.1(b).  All other indemnities shall
survive as provided in Section 11.3.  In
the absence of fraud or willful misconduct, the indemnity provided in this
Section 8.1 and under the Parthenon Tax Covenant shall be the sole and
exclusive remedy of the indemnified party against the indemnifying party at law
or equity for any matter covered by Section 8.1(a) hereof and under the
Parthenon Tax Covenant, except for equitable remedy of specific performance or
injunctive relief; provided that nothing herein shall relieve the
Sellers of any of their obligations under Section 2.2 hereof.


 


(d)                                 In
no event shall IHI or the Sellers or their respective affiliates be liable to
the Buyers or their respective affiliates for special, indirect, incidental,
consequential or punitive damages.


 


(e)                                  In
no event shall IHI or the Sellers or their respective affiliates be liable to
the Buyers and their respective affiliates under the indemnities provided in
this Section 8.1 insofar as such indemnities relate to Parthenon Ltd. and/or
any Assets situated in the U.K. to the extent that the Buyers or their
respective affiliates have already recovered an amount under the terms of this
Agreement in respect of the subject matter in question.


 


(f)                                    For
the avoidance of doubt the liability of the Sellers under the Parthenon Tax
Covenant shall be limited by the limitations included at
Section 8.1(b)(iv) (maximum liability), Section 8.1(c), Section
8.1(d) and by certain additional limitations included in the Parthenon Tax
Covenant as amended by Schedule 5.14 to this Agreement.


 


8.2.                              Indemnification by the Buyers.


 


(a)                                  The
Buyers shall, jointly and severally, defend, indemnify and hold harmless,
without duplication, IHI and the Sellers and their respective affiliates (other
than Parthenon Ltd.) from and against and in respect of any and all actual
losses, liabilities, damages, judgments, settlements and expenses, including
reasonable attorneys’ fees, incurred directly by the Sellers and their
respective affiliates (hereinafter the “Sellers’ Losses”) which arise
directly or indirectly out of or in connection with or which results from or is
attributable to: (i) any breach of any of the representations and warranties of
Buyers contained in this Agreement including without limitation Section 4
hereof, (ii) any breach by the Buyers of any of their covenants in this
Agreement (save under the terms of the Parthenon Tax Covenant which shall be
governed by the Parthenon Tax Covenant), (iii) the ownership, operation or use
of the Assets on or after the Closing Date or (iv) the Assumed
Liabilities.  The Sellers shall give the
Buyers prompt written notice of any third party claim which may give rise to
any indemnity obligation under this Section 8.2, together with the estimated
amount of such claim, and the Buyers shall have the right to assume the defense
of any such claim through counsel of their own choosing, by so notifying the
Sellers within sixty (60) days of receipt of the Sellers’ written notice; provided,
however, that the


 


44

















 


Buyers’ counsel shall be reasonably
satisfactory to the Sellers.  Failure to
give prompt notice shall not affect the indemnification obligations hereunder
in the absence of actual prejudice.  If
the Sellers desire to participate in any such defense assumed by the Buyers,
they may do so at their sole cost and expense. 
If the Buyers decline to assume any such defense, they shall be liable
for all costs and expenses of defending such claim incurred by the Sellers,
including reasonable fees and disbursements of counsel.  Neither party shall, without the prior
written consent of the other party, which consent shall not be unreasonably
withheld, settle, compromise or offer to settle or compromise any such claim or
demand on a basis which would result in the imposition of a consent, order,
injunction or decree which would result in the admission of liability of
others, restrict the future activity or conduct of the other party or any subsidiary
or affiliate thereof or if such settlement or compromise does not include an
unconditional release of the other party for any liability arising out of such
claim or demand.


 


(b)                                 The
foregoing obligation to indemnify the Sellers and their respective affiliates
set forth in Section 8.2(a) shall be subject to each of the following
limitations:


 


(i)                                     The Buyer’s
indemnification obligation under 8.2(a)(i) and the representations and
warranties pertaining thereto shall survive for only a period of twelve (12)
months after the Closing, and thereafter all such representations and
warranties of the Buyers under this Agreement shall be extinguished, except in
the case of any claim based upon fraud or willful misconduct; provided,
that the representations and warranties contained in Sections 4.1 and 4.2 shall
survive until the expiration of the applicable statute of limitations.  No claim for the recovery of the Sellers’
Losses for claims under Section 8.2(a)(i) may be asserted by the Sellers after
such twelve (12) month period, except in the case of any claim based upon fraud
or willful misconduct or, with respect to claims relating to breaches of
representations and warranties contained in Section 4.1 or 4.2, after the
expiration of the applicable statute of limitations; provided, however,
that claims first asserted in writing with specificity within such periods
shall not thereafter be barred.


 


(ii)                                  No reimbursement for
the Sellers’ Losses asserted against the Buyers under Section 8.2(a)(i) above
shall be required unless and until the cumulative aggregate amount of such
Sellers’ Losses equals or exceeds one million five hundred thousand dollars
($1,500,000) and then reimbursement shall be made only to the extent that the
cumulative aggregate amount of the Sellers’ Losses, as finally determined,
equals or exceeds seven hundred fifty thousand dollars ($750,000) (it being
understood and agreed that such amount shall be considered a deductible);
provided that the foregoing limitations shall not apply to the Buyers’
obligations under Section 2 hereof.


 


(iii)                               The Buyers’ liability to
the Sellers and their affiliates under Section 8.2(a) for Sellers’ Losses shall
not exceed the Purchase Price.


 


(c)                                  The
indemnities provided in this Section 8.2 shall survive the Closing.  In the absence of fraud or willful
misconduct, the indemnity provided in this Section 8.2 shall be the sole and
exclusive remedy of the indemnified party against the indemnifying party at law
or equity for any matter covered by Section 8.2(a) hereof, except for the
equitable remedy of specific performance or injunctive relief; provided
that nothing herein shall relieve the Buyers of any of their obligations under
Section 2.2 hereof.


 


45

















 


(d)                                 In
no event shall the Buyers be liable to IHI or the Sellers or their respective
affiliates for special, indirect, incidental, consequential or punitive
damages.


 


8.3.                              Indemnification Calculations.


 


(a)                                  The
amount of any Sellers’ Losses or Buyer Losses for which indemnification is
provided under this Section 8 shall be computed net of any insurance proceeds
received by the indemnified party in connection with such Losses.  The
amount of any Sellers’ Losses or Buyer Losses for which indemnification is
provided under this Section 8 shall be computed net of any insurance proceeds
received by the indemnified party in connection with such Losses.  If the amount with respect to which any
claim is made under this Section 8 (an “Indemnity Claim”) gives rise to
a currently realizable Tax Benefit (as defined below) to the party making the
claim, the indemnity payment shall be reduced by the amount of the Tax Benefit
available to the party making the claim. 
To the extent such Indemnity Claim does not give rise to a currently
realizable Tax Benefit, if the amount with respect to which any Indemnity Claim
is made gives rise to a subsequently realized Tax Benefit to the party that
made the claim, such party shall refund to the indemnifying party the amount of
such Tax Benefit when, as and if realized. For the purposes of this Agreement,
any subsequently realized Tax Benefit shall be treated as though it were a
reduction in the amount of the initial Indemnity Claim, and the liabilities of
the parties shall be redetermined as though both occurred at or prior to the
time of the indemnity payment. For purposes of this Section 8.3, a “Tax
Benefit” means an amount by which the tax liability of the party (or group
of entities including the party) is reduced (including, without limitation, by
deduction, reduction of income by virtue of increased tax basis or otherwise,
entitlement to refund, credit or otherwise plus any related interest received
from the relevant taxing authority.  The
amount of any Tax Benefit which shall reduce any Indemnity Claim pursuant to
this Section 8.3 shall equal, (i) in the case of a deduction or reduction of
income, profits or gains by virtue of an increased tax basis, or otherwise, the
product of (x) the deduction or reduction of income profits or gains multiplied
by (y) the highest marginal income tax rate paid by a corporation pursuant to
Section 11(b) of the Code if such Indemnity Claim relates to the Assets other
than the Parthenon Shares and the rate of mainstream corporation tax in the
U.K. if such Indemnity Claim relates to the Parthenon Shares or (ii) in the
case of a refund or credit, the full amount of such refund or credit.  Where a party has other losses, deductions,
credits or items available to it, the Tax Benefit from any losses, deductions,
credits or items relating to the Indemnity Claim shall be deemed to be realized
proportionately with any other losses, deductions, credits or items.  For the purposes of this Section 8.3, a Tax
Benefit is “currently realizable” to the extent it can be reasonably anticipated
that such Tax Benefit will be realized in the current taxable period or year or
in any tax return with respect thereto (including through a carryback to a
prior taxable period) or in any taxable period or year prior to the date of the
Indemnity Claim.  In the event that
there should be a determination disallowing the Tax Benefit, the indemnifying
party shall be liable to refund to the indemnified party the amount of any
related reduction previously allowed or payments previously made to the
indemnifying party pursuant to this Section 8.3. The amount of the refunded
reduction or payment shall be deemed a payment under this Section 8.3 and thus
shall be paid subject to any applicable reductions under this Section 8.3.


 


46

















 


(b)                                 The
parties agree that any indemnification payments made pursuant to this Agreement
shall be treated for tax purposes as an adjustment to the Purchase Price,
unless otherwise required by applicable law.


 


SECTION 9.

TERMINATION


 


9.1.                              Termination Events.  Without prejudice to other remedies which may be available to the
parties by law or this Agreement, this Agreement may be terminated and the
transactions contemplated herein may be abandoned:


 


(a)                                  by
mutual consent of the parties hereto; or


 


(b)                                 by
any party by notice to the other party if the Closing shall not have been
consummated on or before May 31, 2003, unless extended by written
agreement of the parties hereto, provided, that no party hereto may
terminate this Agreement pursuant to this Section 9.1(b) if such party is in
material breach of this Agreement.


 


9.2.                              Effect of Termination.  In the event of any termination of the
Agreement as provided in Section 9.1 above, this Agreement shall forthwith
become wholly void and of no further force and effect and there shall be no
liability on the part of the Buyers or the Sellers, except that (i) the
obligations of the Buyers and the Sellers under Sections 5.2, 5.4, 5.8, 5.11,
10 and 11.7 of this Agreement shall remain in full force and effect and (ii)
termination unless by mutual consent shall not preclude either party from suing
the other party for breach of this Agreement.


 


SECTION 10.

ALTERNATIVE DISPUTE RESOLUTION


 


The parties shall attempt in good faith to resolve any dispute arising
out of or relating to this Agreement promptly by negotiations between
executives who have authority to settle the controversy.  Any party may give the other party written
notice of any dispute not resolved in the normal course of business. Within
twenty (20) days after delivery of said notice, executives of both parties
shall meet at a mutually acceptable time and place, and thereafter as often as
they reasonably deem necessary, to exchange relevant information and to attempt
to resolve the dispute.  If the matter
has not been resolved within sixty (60) days of the disputing party’s original
notice, or if the parties fail to meet within twenty (20) days, either party
may initiate legal Proceedings to resolve the controversy or claim.  If a party’s negotiator intends to be
accompanied at a meeting by an attorney, the other party’s negotiator shall be
given at least three (3) business days’ notice of such intention and may also
be accompanied by an attorney.  All
negotiations pursuant to this clause are confidential and shall be treated as
compromise and settlement negotiations for purposes of the Federal Rules of
Evidence and state rules of evidence.


 


47

















 


SECTION 11.

MISCELLANEOUS


 


11.1.                        Defined
Terms.  The following
capitalized terms, as used in this Agreement shall have the following meanings:


 


“1060 Forms” shall have the meaning ascribed thereto in Section
2.1(b).


 


“Accounts Date” means January 31, 2003 (save in relation to
Parthenon Ltd., where “Accounts Date” shall mean December 31, 2001).


 


“Acquisition” shall have
the meaning ascribed thereto in Section 6.1(c).


 


“Actual Adjustment” shall have the meaning ascribed thereto in
Section 2.2(f).


 


“Adjusted Closing Statement” shall have the meaning ascribed
thereto in Section 2.2(d).


 


“affiliate” of a person means a person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, the first mentioned person; provided that,
solely with respect to Sections 5.8 and 5.9 hereof, “affiliate” shall
have the meaning ascribed thereto in Section 5.8(d).


 


“Agreement” shall have the meaning ascribed thereto in the
preamble.


 


“Agreed Form” the form agreed between and signed by or on behalf
of the Buyers and the Sellers.


 


“Annual Financial Statements” shall have the meaning ascribed
thereto in Section 3.4.


 


“Antitrust Division” shall have the meaning ascribed thereto in
Section 5.3(b).


 


“Assets” shall have the meaning ascribed thereto in Section 1.1.


 


“Assumed Liabilities” shall have the meaning ascribed thereto in
Section 1.5.


 


“Assumption Agreement” shall have the meaning ascribed thereto
in Section 6.2(b).


 


“Benefit Plans” shall have the meaning ascribed thereto in
Section 3.13(b).


 


“Book Author Contracts” shall have the meaning ascribed thereto
in Section 3.8(c).


 


“Books and Records” shall have the meaning ascribed thereto in
Section 5.5(a).


 


“Business” shall have the meaning ascribed thereto in the
recitals hereto.


 


48

















 


“Buyer Losses” shall have the meaning ascribed thereto in
Section 8.1(a).


 


“Buyer Material Adverse Effect” shall have the meaning ascribed
thereto in Section 4.1(a).


 


“Buyers” shall have the meaning ascribed thereto in the
preamble.


 


“Buyers Group” means the Buyer, its holding companies and any
subsidiary undertakings and the associated companies from time to time such
holding companies, all of them and each of them as the context admits.


 


“Buyers’ Lender” shall have the meaning ascribed in Section 4.5.


 


“Buyer Savings Plan” shall have the meaning ascribed thereto in
Section 5.6(h).


 


“Buyers’ Objection” shall have the meaning ascribed thereto in
Section 2.2(d).


 


“Claims” shall have the meaning ascribed thereto in Section
5.6(i).


 


“Closing” shall have the meaning ascribed thereto in Section
7.1.


 


“Closing Date” shall have the meaning ascribed thereto in
Section 7.1.


 


“Closing Date Adjustment” shall have the meaning ascribed
thereto in Section 2.2(b).


 


“Closing Statement” shall have the meaning ascribed thereto in
Section 2.2(c).


 


“COBRA” shall have the meaning ascribed thereto in Section
5.6(o).


 


“Code” shall have the meaning ascribed thereto in Section
2.1(b).


 


“Conditions” shall mean the conditions set out in Section 6.


 


“Confidentiality Letter” shall have the meaning ascribed thereto
in Section 5.2.


 


“Consents” shall have the meaning ascribed thereto in Section
3.3.


 


“Contract” shall have the meaning ascribed thereto in Section
3.8(f).


 


“CRC Press” shall have the meaning ascribed thereto in the
preamble.


 


“Disclosure Letter” shall have the meaning ascribed thereto in
Schedule 3.1(d).


 


“CRC Press U.K.” shall have the meaning ascribed thereto in the
preamble.


 


“Deductible” shall have the meaning ascribed thereto in Section
8.1(b)(ii).


 


49

















 


“Disclosure Schedule” shall have the meaning ascribed thereto in
the preamble to Section 3.


 


“Employees” shall have the meaning ascribed thereto in Section
3.13(b).


 


“Encumbrance” means any lien, security interest, pledge, mortgage,
easement, trust, right or set off, covenant, restriction, reservation,
conditional sale, prior assignment, or other encumbrance, interest (legal or
equitable) of any party, claim, burden or charge (fixed or floating) of any
nature.


 


“Environmental Laws” shall have the meaning ascribed thereto in
Section 3.15.


 


“Escrow Agreement” shall have the meaning ascribed thereto in
Section 2.1(c)(i).


 


“ERISA” shall have the meaning ascribed thereto in Section
3.13(b).


 


“Estimated Net Tangible Asset Value” shall have the meaning
ascribed thereto in Section 2.2(b).


 


“Excluded Assets” shall have the meaning ascribed thereto in
Section 1.4.


 


“Excluded Liabilities” shall have the meaning ascribed thereto
in Section 1.6.


 


“Final Closing Statement” shall have the meaning ascribed
thereto in Section 2.2(d)(ii).


 


“Financial Statements” shall have the meaning ascribed thereto
in Section 3.4.


 


“Financing Commitment” shall have the meaning ascribed thereto
in Section 4.5.


 


“FTC” shall have the meaning ascribed thereto in Section 5.3(b).


 


“GAAP” shall have the meaning ascribed thereto in Section
2.2(a).


 


“German Business” shall have the meaning ascribed thereto in
Section 6.1(c).


 


“GFCO” shall have the meaning ascribed thereto in Section
6.1(c).


 


“Hart-Scott Act” shall have the meaning ascribed thereto in
Section 5.3(a).


 


“Hazardous Material” shall include any chemical substance the
presence of which may require investigation or remediation under any federal,
state or local statute, regulation, ordinance, order, or common law; or which
is defined as a “hazardous waste” or “hazardous substance” or a “pollutant or
contaminant” under any federal, state or local statute, regulation or ordinance
or Environmental Law, including, without limitation, the Comprehensive
Environmental Response, Compensation and Recovery Act (42 U.S.C. Section 6901 et
seq.); or the Resource Conservation and Recovery Act (42 U.S.C. Section
6901 et. seq.); which is toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic, or


 


50

















 


otherwise hazardous and is regulated as such by any governmental
authority agency, department, commission, board, agency or instrumentality of
the United States or state or any political subdivision thereof; or mold,
fungus or any similar substance.


 


“IHI” shall have the meaning ascribed thereto in the preamble.


 


“Indemnity Claim” shall have the meaning ascribed thereto in
Section 8.3(a).


 


“Independent Accounting Firm” shall have the meaning ascribed
thereto in Section 2.2(d)(iii).


 


“Intellectual Property” shall have the meaning ascribed thereto
in Section 1.2(b) (otherwise in relation to the Parthenon Warranties in respect
of which Intellectual Property is defined at paragraph 1(x) of Schedule
3.1(d)).


 


“Interim Financial Statements” shall have the meaning ascribed
thereto in Section 3.4.


 


“knowledge” or “the knowledge of” or “aware” shall
be interpreted for purposes of this Agreement as follows: (i) a matter will be
deemed to be within the knowledge of the Sellers if the matter is actually
known to Mason Slaine, Vincent Chippari, Fenton Markevich or T. Emmett Dages
(regardless of the entity for which he acts as an officer or otherwise), after
reasonable inquiry in respect of the subject matter or otherwise; (ii) a matter
will be deemed to be within the knowledge of the Buyers if the matter is
actually known to David Smith, Anthony Foye, Jeff Thomasson, Roger Horton or
Kevin Bradley (regardless of the entity for which he acts as an officer or
otherwise) after reasonable inquiry in respect of the subject matter or
otherwise.


 


“Laws” shall have the meaning ascribed thereto in Section 5.1.


 


“Leased Real Property” shall have the meaning ascribed thereto
in Section 3.7(b).


 


“Leases” shall have the meaning ascribed thereto in Section
3.7(b).


 


“Machinery” shall have the meaning ascribed thereto in Section
1.2(a).


 


“Material Adverse Effect” shall have the meaning ascribed
thereto in Section 3.1(c).


 


“Mayo” shall have the meaning ascribed thereto in Section
2.1(c)(ii).


 


“Mayo Agreement” shall have the meaning ascribed thereto in
Section 2.1(c)(ii).


 


“Mayo Equivalent Agreement” shall have the meaning ascribed
thereto in Section 2.1(c)(ii).


 


51

















 


“Mayo Escrow Funds” shall have the meaning ascribed thereto in
Section 2.1(c).


 


“Net Tangible Asset Value” shall the meaning ascribed thereto in
Section 2.2(a).


 


“Obligations” shall the meaning ascribed thereto in Section 1.5.


 


“Offer Employees” shall have the meaning ascribed thereto in
Section 5.6(c).


 


“Parthenon Acquisition Agreement” shall have the meaning
ascribed thereto in the preamble to Section 3.


 


“Parthenon Inc.” shall have the meaning ascribed thereto in the
preamble.


 


“Parthenon Ltd.” shall have the meaning ascribed thereto in
Section 1.2(i).


 


“Parthenon Shares” shall have the meaning ascribed thereto in
Section 1.2(i).


 


“Parthenon Tax Covenant” means the covenant contained in
schedule 6 to the Parthenon Acquisition Agreement (as incorporated by Section
5.14 and, as varied by Schedule 5.14 hereto).


 


“Parthenon Tax Warranties” means the warranties contained in
paragraph 18 of schedule 4 to the Parthenon Acquisition Agreement as
incorporated by Section 3 and varied by Schedule 3.1(d) hereto.


 


“Permits” shall have the meaning ascribed thereto in Section
3.14.


 


“Permitted Liens” shall have the meaning ascribed thereto in
Section 3.7(a).


 


“person” means an individual, corporation, partnership,
association, trust, limited liability company, limited partnership, limited
liability partnership, partnership, incorporated organization, other entity or
group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended, and all the rules and regulations promulgated thereunder).


 


“Policies” shall have the meaning ascribed thereto in Section
3.11.


 


“Post-Closing Tax Period” shall have the meaning ascribed
thereto in Section 3.12(a).


 


“Pre-Closing Tax Period” shall have the meaning ascribed thereto
in Section 3.12(a).


 


“Proceedings” shall have the meaning ascribed thereto in Section
1.6(a).


 


“Publications” shall have the meaning ascribed thereto in
Section 1.2(e).


 


“Purchase Price” shall have the meaning ascribed thereto in
Section 2.1(a).


 


52

















 


“Required Landlord and Warehouse Consents” means any Consent of
the landlords or other parties as set forth on Disclosure Schedule 5.3.


 


“Savings Plan” shall have the meaning ascribed thereto in
Section 5.6(h).


 


“Seller Benefit Plan” shall have the meaning ascribed thereto in
Section 3.13(b).


 


“Seller Intellectual Property” shall have the meaning ascribed
thereto in Section 1.2(b).


 


“Sellers’ Losses” shall have the meaning ascribed thereto in
Section 8.2(a).


 


“Sellers” shall have the meaning ascribed thereto in the
preamble.


 


“Sellers’ Objection” shall have the meaning ascribed thereto in
Section 2.2(d).


 


“subsidiary” or “subsidiaries” of the Buyers, the Sellers
or any other person means any person of any Buyer, any Seller or such other
person, as the case may be (either alone or through or together with any other
subsidiary), owns, directly or indirectly, 50% or more of the stock or other
equity interests the holder of which is generally entitled to vote for the
election of the board of directors or other governing body of such person.


 


“Target Net Asset Value” shall have the meaning ascribed thereto
in Section 2.2(a).


 


“Tax Benefit” shall have the meaning ascribed thereto in Section
8.3(a).


 


“Taxes” shall have the meaning ascribed thereto in Section
3.12(a).


 


“Tax Returns” shall have the meaning ascribed thereto in Section
3.12(a).


 


“Threshold” shall have the meaning ascribed thereto in Section
8.1(b)(ii).


 


“Top 25 Published Contracts” shall have the meaning ascribed
thereto in Section 3.8(e).


 


“Top 25 Unpublished Contracts” shall have the meaning ascribed
thereto in Section 3.8(e).


 


“Transferred Employees” shall have the meaning ascribed thereto
in Section 5.6(c).


 


“Transferred U.K. Employees” shall have the meaning ascribed
thereto in Section 3.13(f).


 


“Transfer Taxes” shall have the meaning ascribed thereto in
Section 5.12(c).


 


“TUPE Employees” shall have the meaning ascribed thereto in
Section 3.13(f).


 


53

















 


“U.K. Buyer” shall have the meaning ascribed thereto in the
preamble.


 


“U.K. Employment Legislation” shall have the meaning ascribed
thereto in Section 3.13(f).


 


“U.S. Buyer” shall have the meaning ascribed thereto in the
preamble.


 


“Vacation Policy” shall have the meaning ascribed thereto in
Section 5.6(k).


 


“WARN” shall have the meaning ascribed thereto in Section
5.6(n).


 


11.2.                        Notices.  All communications provided for hereunder
shall be in writing and shall be deemed to be given when delivered in person or
by private courier with receipt, when telefaxed and received, or three (3) days
after being deposited in the United States mail, first-class, registered or
certified, return receipt requested, with postage paid and,


 


	
  If to U.S. Buyer:

  	
  CRC Press I LLC

  c/o Taylor & Francis Publishers, Inc.

  325 Chestnut Street

  Suite 800

  Philadelphia, PA 19106

  Attn: Kevin J. Bradley

  Fax: (215) 625-2940

  
	
   

  	
   

  
	
  With a copy to:

  	
  Blank Rome LLP

  One Logan Square

  Philadelphia, PA 19103

  Attn: Lewis J. Hoch, Esquire

  Fax: (215) 832-5542

  
	
   

  	
   

  
	
  If to the U.K. Buyer:

  	
  Routledge No. 2 Limited

  c/o Taylor & Francis Group, plc

  11 New Fetter Lane

  London EC4P 4EE

  Attn: Jeffrey S. Thomasson

  Fax: (44) 207-842-2248

  
	
   

  	
   

  
	
  With a copy to:

  	
  Blank Rome LLP

  One Logan Square

  Philadelphia, PA 19103

  Attn: Lewis J. Hoch, Esquire

  Fax: (215) 832-5542

  



 


54

















 


	
  If to the Sellers or IHI:

  	
  CRC Press LLC

  2000 Corporate Boulevard, N.W.

  Boca Raton, FL 33431

  Attention: President and CEO

  Fax: 561-241-7856

  
	
   

  	
   

  
	
   

  	
  CRC Press (U.K.) LLC

  2000 Corporate Boulevard N.W.

  Boca Raton, FL 33431

  Attention: President and CEO

  Fax: 561-241-7856

  
	
   

  	
   

  
	
   

  	
  Parthenon Inc.

  2000 Corporate Boulevard N.W.

  Boca Raton, FL 33431

  Attention: President and CEO

  Fax: 561-241-7856

  
	
   

  	
   

  
	
   

  	
  IHI Inc.

  2777 Summer Street

  Suite 209

  Stamford, CT 06905

  Attention: President and CEO

  Fax: 203-961-1431

  
	
   

  	
   

  
	
  With a copy to:

  	
  Willkie Farr & Gallagher

  787 Seventh Avenue

  New York, NY 10019-6099

  Attention: Steven J. Gartner, Esq.

  Fax: 212-728-8111

  



 


or to such other address as any such party shall designate by written
notice to the other parties hereto.


 


11.3.                        Survival.  All representations and warranties of the
Sellers and IHI, including, without limitation, those set out in schedule 4 to
the Parthenon Acquisition Agreement (as incorporated by Section 3 and varied by
Schedule 3.1(d) hereto) on the one hand, and the Buyers, on the other hand
shall survive for the periods set forth in Section 8.1(b)(i) and 8.2(b),
respectively.  The covenants of the
Sellers and IHI and of the U.K. Buyer in the Parthenon Tax Covenant shall
survive for the period set forth in the Parthenon Tax Covenant.  All covenants and indemnities (other than
the Parthenon Tax Covenant) and other agreements requiring performance after
the Closing Date shall survive indefinitely. 
The obligations under any covenants, indemnities and agreements that
were not fully discharged or performed prior to the Closing Date in compliance
with this Agreement shall survive until the three year anniversary of the date
hereof; provided, that claims submitted within such period are not thereafter
barred.


 


55

















 


11.4.                        Bulk
Transfers.  The Buyers waive
compliance with the provisions of all applicable Laws relating to bulk
transfers in connection with the transactions contemplated by this Agreement.


 


11.5.                        Further
Assurances; Asset Returns. 
Upon request from time to time, the Sellers shall execute and deliver
all documents, take all rightful oaths, and do all other acts that may be
reasonably necessary or desirable, in the reasonable opinion of counsel for the
Buyers, to perfect or record the title of the Buyers, or any successor of the
Buyers, to the Assets transferred or to be transferred under this Agreement, or
to aid in the prosecution, defense, or other litigation of any rights arising
from said transfer (provided that the Buyers shall reimburse the Sellers for
all out-of-pocket costs and expenses resulting from any such request unless
said request arises out of any fault, breach or default of Sellers).  In the event that the Sellers receive any
proceeds or other assets or properties of the U.S. Buyer after the Closing
Date, they shall hold such funds in trust for the U.S. Buyer, deposit such
funds in an account for the U.S. Buyers and remit on a weekly basis all such
funds to the U.S. Buyers as the U.S. Buyers shall direct, together with an
accounting of such funds.  The Sellers
shall have no interest or right to or claim against such funds.


 


11.6.                        Other
Covenants.  To the extent that
any Consents needed to assign to the Buyers any of the Assets have not been
obtained on or prior to the Closing Date, this Agreement shall not constitute
an assignment or attempted assignment thereof if such assignment or attempted
assignment would constitute a breach thereof. 
If any such Consent shall not be obtained on or prior to the Closing
Date, then (a) the Sellers and the Buyers, if required under applicable Law,
shall use their reasonable efforts in good faith to obtain such Consent as
promptly as practicable thereafter and (b) if, in the reasonable judgment of
the Buyers such consent may not be obtained, the parties shall use reasonable
efforts in good faith to cooperate, and to use their reasonable efforts to
cause each of their respective affiliates to cooperate, in any lawful
arrangement designed to provide for the Buyers the benefits under any such
Assets including, without limitation, (i) granting to any of the Buyers a
security interest in such Assets and all post-Closing cash and non-cash
proceeds thereof, as security for the prompt and timely satisfaction and
performance of Obligations of the Sellers under this Agreement; and (ii)
appointing as an attorney-in-fact any of the Buyers or their affiliates in
order to effect the purposes of this section. 
This provision does not limit the Sellers’ Obligations under this
Agreement.


 


11.7.                        Expenses.  Subject to Section 5.12(c), the Sellers and the Buyers shall each
pay their respective expenses (such as legal, investment banker and accounting
fees) incurred in connection with the origination, negotiation, execution and
performance of this Agreement, except
that the Buyers shall be responsible for the payment of the filing fees in
connection with filings with the FTC and the Antitrust Division under the
Hart-Scott Act.


 


11.8.                        Non-Assignability.


 


(a)                                  This
Agreement shall inure to the benefit of and be binding on the parties hereto
and their respective successors and permitted assigns.  This Agreement shall not be assigned by IHI
or the Sellers without the express prior written consent of the Buyers, and any
attempted assignment, without such consent, shall be null and void.


 


56

















 


(b)                                 The
sale or transfer of all or part of the Business after the Closing to any member
of the Buyers’ Group or any other assignment permitted by the Buyers shall not
affect the liability of IHI and the Sellers under any provision of this
Agreement whatsoever.


 


(c)                                  It
is expressly understood that any material change in the direct or indirect
ownership or control of  the Sellers,
any merger or consolidation directly or indirectly involving the Sellers, or
any other substantial change in the ownership of the Business by the Sellers
constitutes an assignment within the meaning of this provision.


 


(d)                                 The
Buyers and its assignees may at any time (i) assign, (ii) transfer,
(iii) charge, (iv) declare or create a trust or other interest over
or (v) deal in any other manner with this Agreement or any of its rights
or obligations under it; provided, however, that nothing herein
shall relieve the Buyers of any of their liabilities or obligations hereunder.


 


(e)                                  The
Buyers shall be entitled, solely as required by the Financing Commitment or any
further financing agreements and solely with respect to the Buyers’ Lender or
future lenders, to: grant security over or assign by way of security all or any
of its rights under this Agreement; assign or transfer the benefit of rights
under, or rights of action for breaches of, this Agreement; or sell or transfer
all or some of the Parthenon Shares to a third party/a member of the Buyer
Group on terms the same as, or similar to (in whole or in part) those set out
in this Agreement (including, without limitation, the terms of Section 2 and
this Section 11) in reliance, inter alia, upon the warranties, covenants,
indemnities, agreements and undertakings set out in this Agreement.  In the event of any such grant, assignment,
sale or transfer, it is agreed that any person to whom such security has been
granted, to whom such rights have been assigned or transferred or to whom such
shares have been sold or transferred shall in its own right be able to enforce
any of the warranties, covenants, indemnities, agreements and undertakings set
out in this Agreement, provided always that, as a condition thereto, any such
third party shall (i) obtain the prior written consent of the Buyers, (ii)
serve written notice to all of the parties hereto agreeing to be bound by the
terms of Section 11.13 (jurisdiction), and (iii) not be entitled to assign its
rights under this Section 11.8.


 


(f)                                    Taylor
& Francis Group, plc may, by notice in writing to the Sellers, substitute a
different U.K. Buyer than that in the preamble, at any time prior to Closing.


 


11.9.                        Amendment;
Waiver.  This Agreement may be
amended, supplemented or otherwise modified only by a written instrument
executed by the parties hereto.  No
waiver by either party of any of the provisions hereof shall be effective
unless explicitly set forth in writing and executed by the party so waiving.
Except as provided in the preceding sentence, no action taken pursuant to this
Agreement, including without limitation, any investigation by or on behalf of
any party, shall be deemed to constitute a waiver by the party taking such
action of compliance with any representations, warranties, covenants, or
agreements contained herein, and in any documents delivered or to be delivered
pursuant to this Agreement and in connection with the Closing hereunder.  The waiver by any party hereto of a breach
of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach.


 


57

















 


11.10.                  Reliance
by the Buyers; Representations and Warranties; Schedules and
Exhibits.


 


(a)                                  Notwithstanding
the right of the Buyers to investigate the Business, Assets and financial
condition of the Sellers and Parthenon Ltd., and notwithstanding any knowledge
determined or determinable by the Buyers as a result of such investigation, the
Buyers have the unqualified right to rely upon, and IHI and the Sellers
acknowledge that the Buyers have relied upon and have been induced thereby to
enter into this Agreement, each of the representations and warranties
(including, without limitation, those set out in schedule 4 to the Parthenon
Acquisition Agreement (as incorporated by Section 3 and varied by Schedule
3.1(d) hereto)).  No such knowledge
shall prejudice any claim which the Buyers shall be entitled to bring or shall
operate to reduce any amount recoverable by the Buyers  under this Agreement.  Without limiting any of the representations,
warranties or covenants of the Sellers hereunder, each of the Buyers and the
Sellers agrees that neither IHI, the Sellers, Parthenon Ltd. nor any of their
respective officers, members, directors, stockholders, employees, affiliates,
representatives or agents shall have any liability or responsibility arising
out of, or relating to, any information (whether written or oral), documents or
materials furnished by IHI, the Sellers, Parthenon Ltd. or any of their
respective officers, members, directors, stockholders, employees, affiliates or
any of their respective representatives or agents, including the Confidential
Information Memorandum dated November 2002, and any information, documents or
materials made available to the Buyers in certain “data rooms”, management presentations
or any other form in expectation of the transactions contemplated by this
Agreement.


 


(b)                                 All
exhibits and schedules including without limitation the Disclosure Schedule
hereto are hereby incorporated by reference and made a part of this Agreement.  All statements contained in the Disclosure
Schedule, exhibits, certificates and other instruments attached hereto or
delivered or furnished on behalf of the Sellers pursuant hereto or in
connection with the transactions contemplated hereby, shall be deemed
representations and warranties by IHI and the Sellers, subject to any fact or
item which is clearly disclosed on any schedule or exhibit to this Agreement or
in the Annual Financial Statements which shall be deemed to be an exception to
such representation or warranty.


 


11.11.                  Third Parties.  This Agreement does not create any rights,
claims or benefits inuring to any person that is not a party hereto nor does it
create or establish any third party beneficiary hereto.


 


11.12.                  Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, except that
the laws of England and Wales shall apply to the interpretation of the
representations and warranties and indemnities in relation to Parthenon Ltd.


 


11.13.                  Consent
to Jurisdiction.  Each of the
parties hereto, irrevocably submits to the exclusive jurisdiction of the
Supreme Court of the State of New York, New York County or the U.S. District
Court for the Southern District of New York, for the purposes of any suit,
action or other Proceeding arising out of this Agreement or any transaction
contemplated hereby.  Each of the
parties hereto further agrees that service of any process, summons, notice or
document by U.S. registered mail to such party’s respective address set forth
in Section 11.2 shall be effective service of process for any action, suit or
Proceeding in New York with respect to any matters to


 


58

















 


which it has submitted to jurisdiction as set
forth above in the immediately preceding sentence.  Each of the parties hereto irrevocably and unconditionally waives
any objection to the laying of venue of any action, suit or Proceeding arising
out of this Agreement or the transactions contemplated hereby in the Supreme
Court of the State of New York, New York County or the United States District
Court for the Southern District of New York, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or Proceeding brought in any such court has been brought
in an inconvenient forum.


 


11.14.                  Certain
Definitions.  For purposes of
this Agreement, the term shall be as defined in Section 11.1 or elsewhere in
this Agreement, including the recitals hereto.


 


11.15.                  Entire
Agreement.  This Agreement, and
the schedules and exhibits hereto (including, without limitation, those set out
in schedule 4 to the Parthenon Acquisition Agreement (as incorporated by
Section 3 and varied by Schedule 3.1(d) hereto and those set out in schedule 6
to the Parthenon Acquisition Agreement (as incorporated by Section 5.14 and
varied by Schedule 5.14 hereto)) set forth the entire understanding of the
parties hereto and no modifications or amendments to this Agreement shall be
binding on the parties unless in writing and signed by the party or parties to
be bound by such modification or amendment.


 


11.16.                  Section
Headings; Table of Contents. 
The section headings contained in this Agreement and the Table of Contents
to this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.


 


11.17.                  Severability.  If any provision of this Agreement shall be
declared by any court of competent jurisdiction to be illegal, void or
unenforceable, all other provisions of this Agreement shall not be affected and
shall remain in full force and effect.


 


11.18.                  Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and all of
which together shall be deemed to be one and the same instrument.


 


59

















 


IN
WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed as of the date first above written.


 


 


	
   

  	
  CRC PRESS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CRC PRESS (U.K.) LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTHENON INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INFORMATION HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROUTLEDGE NO. 2 LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  CRC PRESS I LLC

  
	
   

  	
   

  
	
   

  	
  By:  Taylor & Francis
  Books, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


GUARANTEE


 


Taylor & Francis Group plc hereby guarantees all obligations and
liabilities of the Buyers under this Agreement.


 


	
   

  	
  Taylor & Francis Group plc

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


SCHEDULE 1.2 (i)

Particulars relating to Parthenon


 


	
  Authorised share capital:

  	
  100 ordinary shares of £1 each

  
	
   

  	
   

  
	
  Issued share capital:

  	
  100 ordinary shares of £1 each

  
	
   

  	
   

  
	
  Directors:

  	
  Fenton Markevich

  David George Thomas Bloomer

  T Emmett Dages

  
	
   

  	
   

  
	
  Secretary:

  	
  Bibi Rahima Ally

  Vivian Espinosa Kennedy

  
	
   

  	
   

  
	
  Auditors:

  	
  Ernst & Young LLP

  
	
   

  	
   

  
	
  Accounting reference date:

  	
  31 December

  
	
   

  	
   

  
	
  Registered Office:

  	
  23 Blades Court

  Deodar Road

  London SW15

  



 


2

















 


SCHEDULE 3.1(d)


 


The representations and warranties contained in schedule 4 to the
Parthenon Acquisition Agreement (the “Parthenon Warranties”) shall be and are
hereby varied in relation to this Agreement as follows:


 


1.               In the Parthenon Warranties references
to :


 


(i)                                     the
“Vendors” and to the “Agreement” shall be taken to mean references to IHI and
the Sellers and to this Agreement, respectively;


 


(ii)                                  the
“Company” and to the “Shares” shall be taken to mean references to Parthenon
Ltd. and to the Parthenon Shares, respectively;


 


(iii)                               the
“Accounts” shall be taken to mean references to the audited accounts for
Parthenon Ltd. In respect to the financial period ending 31 December 2001;


 


(iv)                              The
“Disclosure Letter” shall be taken as reference to the Letter dated the date of
this Agreement from IHI and the Sellers to the Buyers making certain
disclosures against the representations and warranties set out in schedule 4 to
the Parthenon Acquisition Agreement (as incorporated by Section 3 of this
Agreement, is varied by this Schedule 3.1(d)); and


 


(v)                                 references
to the Financial Services Act 1986 shall be taken to mean the Financial
Services and Markets Act 2000;


 


(vi)                              the “Accounts Date” shall
be taken to mean 31 December 2001;


 


(vii)                           “Group Company”  shall be taken to mean, in relation to any
company, any body corporate which is from time to time a holding company of
that company, a subsidiary of that company or a subsidiary of a holding company
of that company;


 


(viii)                        “Intellectual Property” shall be
taken to mean patents, petty patents, registered designs, design right,
copyright, database right, trade marks, service marks, trade or business names,
domain names, get up or trade documents, inventions or secret processes, know-how
and all rights or forms of protection of a similar nature or effect subsisting
anywhere in the world, including applications for any such right;


 


(ix)                                “Properties” shall be taken to mean
the leasehold properties of the Company, details of which are set out in
Schedule of Properties; and


 


(x)                                   “Schedule
of Properties” the schedule of the Company’s properties set out at tab 9 of the
Agreed Bundle.


 


3

















 


2.               Warranty 1.1 shall be deleted and
replaced with the following “The facts set out in Schedule 1.2(i) to this
Agreement are true and accurate in all respects”.


 


3.               Warranty 1.2 shall be amended by the
addition of the word “material” before the word “facts” where it appears in
such Warranty.


 


4.               Warranty 2.1.1 shall be deleted.


 


5.               Warranty 2.1.2.1 and Warranty 2.3 shall
each be amended by the deletion of the word “either” where it appears in such
Warranty and the addition of the word “any” in substitution therefor.


 


6.               Warranty 2.1.2.3 shall be amended by the
addition of the words “so far as the Sellers are aware” before the word “cause”
where it appears in such Warranty.


 


7.               Warranty 4.1.3 shall be deleted.


 


8.               Warranty 4.3.1 shall be amended by the
deletion of the words “apart from the Subsidiary.”


 


9.               Warranty 4.3.2 shall be deleted.


 


10.         Warranty 4.3.3 shall be amended by the
deletion of the words “other than the Associated Companies.”


 


11.         Warranty 4.3.4 shall be amended by the
deletion of the words “with the exception of the Parthenon Publishing Group, Inc.”


 


12.         Warranty 5.2 shall be amended by the addition
of the words “so far as the Sellers are aware” before the words “all such
licenses, consents, permits” in the fourth line of such Warranty.


 


13.         Warranty 5.4 shall be amended by the addition
of the words “so far as the Sellers are aware” before the words “threatened by”
in the fourth line of such Warranty.


 


14.         Warranty 5.5.1.1 shall be amended by the
deletion of the words “is or” on the first line of such Warranty and the words
“or is” on the third line of such Warranty.


 


15.         Warranty 5.5.1.2 shall be amended by the
addition of the words “or was” after the word “is” where it appears in such
Warranty.


 


16.         Warranty 6.4 shall be deleted.


 


17.         Warranty 7.4 shall be amended by the addition
of the words “otherwise than in the ordinary course of business” before the
words “the Company has not entered into”.


 


18.         Warranty 7.6 shall be amended by the addition
of the words “other than the dividend paid to the Company’s immediate parent
prior to the date of this Agreement” before the words “no distribution of
capital or income .....”.


 


4

















 


19.         Warranty 7.7 shall be amended by the addition
of the words “between the Company and any Group Company” after the words “large
unit volume sales” and the deletion of the figure word “35%” where it appears
in such Warranty and the addition of the figure “40%” in substitution therefor.


 


20.         Warranty 8.1 shall be amended by the deletion
of the words “Completion Date” and the addition of the word “Closing” in
substitution therefor.


 


21.         Warranty 10.1.1.2 shall be amended by the
addition of the words “(it being acknowledged that certain customers of
Parthenon Ltd. from the pharmaceutical industry are known to place one off
orders)” before the words “no major or substantial customer”.


 


22.         Warranty 10.1.1.3 shall be amended by the
addition of the words “and discounts” after the word “changes” where it appears
in such Warranty.


 


23.         Warranty 10.1.1 shall be amended by the
deletion of the word “Completion” where it appears in such Warranty and the
addition of the words “the Closing” on substitution therefor.


 


24.         Warranty 10.3.1 shall be amended by the
deletion of the words “save in relation to Yong Woo Park (the terms of which
are fully disclosed in the Disclosure Letter)”.


 


25.         Warranty 10.3.2 shall be amended by the
deletion of the words “save in relation to Michael Goh, LIR International,
Editorial Acibia, BA Books Pty Ltd, Eastern Medical Publishers and Jaypee
Brothers (the terms of which are fully disclosed in the Disclosure Letter)” and
the addition of the words “save in relation to the agents and/or distributors of any Group
Company (including, but not limited to, CRC Press as listed in Disclosure
Letter) before the word “the Company” where it appears in such
Warranty.”


 


26.         Warranty 11.1.1 shall be amended by the
deletion of the words “within six months after the date on which it was entered
into or undertaken”.


 


27.         Warranty 11.1.3 shall be amended by the
deletion of the words “on time without unusual expenditure of money and
effort”.


 


28.         Warranty 11.1.11 shall be amended by the
addition of the words “(otherwise than in relation to sales made between the
Company and Group Companies)” before the words “is an agreement or
arrangement”.


 


29.         Warranty 11.4 shall be amended by the deletion
of the words “Medical Communication Services” and the addition of the words
“medical communication services” in substitution therefor.


 


30.         Warranty 12.4 shall be amended by the deletion
of the word “Warrantors” and the addition of the word “Sellers” in substitution
therefor.


 


31.         Warranty 13.4 shall be amended by the addition
of the words “So far as the Sellers are aware” before the words “in respect of
the personal data”.


 


5

















 


32.         Warranties 14.4 and 14.5 shall be deleted.


 


33.         Warranty 14.6 shall be amended by the deletion
of the numbers 14.4 and 14.5 where they appear in such Warranty.


 


34.         Warranty 14.12 shall be deleted.


 


35.         Warranty 14.3 shall be amended by the addition
of the words “in so far as that standard form relates to Intellectual Property”
after the words “in such standard form” where they appear in such Warranty.


 


36.         Each of Warranties 15.1, 15.3, 15.4, 15.5,
15.16, 15.17 and 15.19 shall be amended by the deletion of the words
“Associated Companies”, “Group Company” and the “Subsidiary” where they appear
in such Warranty.


 


37.         Warranty 15.18 shall be deleted.


 


38.         Warranty 15.19.2 shall be amended by the
deletion of the words “Agreement for Lease, Lease, License, Deed, Agreement or
other document ancillary or supplemental to a Lease” and the addition of the
words “agreement for lease, license, deed, agreement or other document
ancillary or supplemental to a lease” in substitution therefor.


 


39.         Warranty 15.2 shall be amended by the deletion
of the words “Schedule 5” and the addition of the words “The Schedule of
Properties (a copy of which is attached to the Disclosure Letter”) in
substitution therefor.


 


40.         Warranty 15.4 shall be amended by the addition
of the words “so far as the Sellers are aware” after the words “the Properties
and” where they appear in such Warranty.


 


41.         Warranty 15.7 shall be amended by the addition
of the words “so far as the Sellers are aware” before the words “the Properties”
where they appear in such Warranty.


 


42.         Warranty 15.8 shall be amended by the addition
of the words “so far as the Sellers are aware” after the words “current use”
where they appear in such Warranty.


 


43.         Warranty 15.9 shall be amended by the addition
of the words “so far as the Sellers are aware” before the words “there is no
matter” where they appear in such Warranty.


 


44.         Warranty 15.13 shall be amended by the
addition of the words “so far as the Sellers are aware” after the words “all
statutes, orders” when they appear in such Warranty.


 


45.         Warranty 15.15 shall be amended by the
addition of the words “so far as the Sellers are aware” after the words “of the
Properties and” where they appear in such Warranty and the deletion of the word
“Vendors” to be replaced with the word “Sellers” where it appears in such
Warranty.


 


46.         Warranty 15.16 shall be amended by the
addition of the words “so far as the Sellers are aware” before the words “paid
all sums” where they appear in such Warranty.


 


6

















 


47.         Warranty 16 shall be deleted in its entirety.


 


48.         Warranty 17 shall be deleted in its entirety.


 


49.         The statement at paragraph 18.1 of the
Parthenon Warranties shall be amended by the addition of the words “save that
the definition of “Accounts” for the purposes of Schedule 6 (Tax Covenant)
shall not apply to this part of Schedule 4”.


 


50.         Warranty 18.4 shall be amended by the deletion
of the words “will continue to be” and their replacement by the word “are”.


 


51.         Warranty 18.9 shall be deleted.


 


52.         Warranty 18.11 shall be deleted.


 


53.         Warranty 18.12.1 shall be amended by the
deletion of the words “or which may be incurred by it under any continuing
obligation” and the words “or will qualify for capital allowances”, and the
replacement of the word “six” by the word “three”.


 


54.         Warranty 18.15.1 shall be amended by the
deletion of the words “or will or may apply”.


 


55.         Warranty 18.15.2 shall be amended by the
deletion of the words “or will or may apply”.


 


56.         Warranty 18.21.1 shall be amended by the
replacement of the words “or might become” by the word “been”.


 


1.                                       In the Parthenon
Warranties (as incorporated by Section 3 and varied by this Schedule 3.1(d))
(unless the context requires otherwise):


 


(a)                                  words
and expressions which are defined in the Companies Acts have the same meanings
as are given to them in the Companies Acts;


 


(b)                                 any
reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where
the context requires otherwise) be construed as referred to such legislation as
amended and in force from time to time and to any legislation which re-enacts
or consolidates (with or without modification) any such legislation;


 


(c)                                  any
reference to an SSAP is to a Statement of Standard Accounting Practice adopted
by the Accounting Standards Board and shall be construed as including a
reference to:


 


(i)                                     any Financial
Reporting Standard issued by the Accounting Standards Board to amend, withdraw
or supersede such SSAP and any reference to an FRS is to a Financial Reporting
Standard issued by the Accounting Standards Board; and


 


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(ii)                                  any Urgent Issues
Task Force abstracts issued by the Accounting Standards Board to advise on and
clarify the interpretation of SSAPs and FRSs and any reference to an UITF
abstract is to an Urgent Issues Task Force abstract issued by the Accounting
Standards Board;


 


(d)                                 any
gender includes a reference to the other genders;


 


(e)                                  any
reference to a “person” includes a natural person, partnership, company, body
corporate, association, organization, government, state, foundation and trust
(in each case whether or not having separate legal personality);


 


(f)                                    any
reference to a Warranty is to a Warranty of schedule 4 to the Parthenon
Acquisition Agreement (as incorporated into this Agreement by section 3 and
amended pursuant to this schedule 3.1(d));


 


2.                                       The Parthenon
Warranties, save for those set in Warranty 2.1.2, 4.1 and 4.2 are qualified by
reference to those matters fairly disclosed in the Disclosure Letter.


 


8

















 


Schedule 5.14


 


Tax Covenant in respect of Parthenon Ltd.


 


The covenant contained in Schedule 6 (Tax Covenant) to the Parthenon
Acquisition Agreement shall be varied in relation to this Agreement as follows:


 


(a)                                  references
to:


 


(i)                                     “Accounts”
shall be deemed to be references to the consolidated balance sheet to be
prepared pursuant to section 2.2(a) and “Accounts relief” shall be construed
accordingly;


 


(ii)                                  “Agreement”
shall be deemed to be references to this Agreement;


 


(iii)                               “Company”
shall be deemed to be references to Parthenon Ltd. and references to
“Associated Companies” and “Subsidiaries” shall be ignored;


 


(iv)                              “Completion”
and “Completion Date” shall be deemed to be references to Closing and Closing
Date respectively;


 


(v)                                 “Consideration”
shall be deemed to be references to Purchase Price;


 


(vi)                              “post-Accounts
Date relief” shall be deemed to be references to any relief which arises as a
consequence of, or by reference to, an event occurring or deemed to occur after
the Closing Date;


 


(vii)                           “Purchaser”
and “Vendors” shall be deemed to be references to the U.K. Buyer and to IHI and
the Sellers respectively; and


 


(viii)                        “Shares”
shall be deemed to be references to Parthenon Shares;


 


(b)                                 the
provisions of paragraphs 2.4, 3.1.3, 3.3 and 3.4 shall not apply;


 


(c)                                  The
following sub-paragraph shall be added:


 


“3.3                           The
provisions of Section 8.1(b)(iv) (maximum liability), Section 8.1(c) and
Section 8.1(d) of this Agreement shall apply to claims under this Schedule.”;
and


 


(d)                                 Paragraph
4 shall be amended by the insertion of the following:


 


“4.2.6 any refund or credit relating to a Pre-Closing Tax Period other
than an Accounts Relief”; and


 


(e)                                  paragraph
4.4.3 shall be amended by the addition of the words “and in the event that no
payments are due from the Vendors under this Schedule, Relevant Amounts falling
within paragraphs 4.2.1 and 4.2.6 shall be refunded to the Vendors as soon as
reasonably practicable after the seventh anniversary of Completion” after the
words “under this Schedule”; and


 


9

















 


(f)                                    paragraph
8.1 shall be amended by the addition of the words “in either case to include an
entitlement under the terms of any applicable double taxation agreement or
convention” after the words “by virtue of a legal entitlement”; and


 


(g)                                 paragraph
9.1.1 shall be replaced by the following: “any liability to taxation of IHI and
the Sellers or any person connected with IHI and the Sellers which is also a
liability of the Company or any person connected with the Company after
Completion and which arises as a result of the Company or any such person
connected with the Company after Completion failing to discharge the liability
to taxation in question”;


 


(h)                                 paragraph
9.2 shall be amended by the deletion of the words “paragraph 9.2” and the
insertion of the words “paragraph 9.1”;


 


(i)                                     the
reference to “twelfth anniversary” in paragraph 9.5 shall be deemed to be a
reference to the seventh anniversary;


 


(j)                                                                                     The
following paragraph shall be added to the Parthenon Tax Covenant:


 


“10                                                      Conduct of tax affairs


 


10.1                                                   Subject
to and in accordance with the provisions of this paragraph 10, the Vendors or
their duly authorized agents shall be responsible for the taxation affairs of
the Company for all accounting periods ending on or before completion
(“pre-Completion tax affairs”), and accordingly in respect of such periods the
Vendors or their duly authorized agents shall, at the Vendors’ cost:-


 


10.1.1                                          prepare and
submit the tax returns of the Company;


 


10.1.2                                          prepare and
submit on behalf of the Company all claims, elections, disclaimers, notices and
consents for the purposes of taxation;


 


10.1.3                                          deal with all
matters relating to taxation which concern or affect the Company, including the
conduct of all negotiations and correspondence and the reaching of all related
agreements.


 


10.2                                                   The
Vendors shall procure that:-


 


10.2.1                                          the Purchaser
is kept fully informed of the progress of all matters relating to the
pre-Completion tax affairs;


 


10.2.2                                          the Purchaser
promptly receives copies of all material written correspondence with any
taxation authority insofar as it is relevant to the pre-Completion tax affairs;


 


10.2.3                                          the Purchaser
is afforded a reasonable opportunity to comment on all returns, claims, notices
or other documents relating to taxation (“tax document”) or other non-routine
correspondence before its submission


 


10

















 


to the relevant taxation authority and that its reasonable comments are
taken into account (provided that, if the Purchaser fails to comment within
fifteen business days of receipt, the Vendors or their duly authorized agents
shall be entitled to submit the relevant tax document or correspondence to the
relevant taxation authority without further reference to the Purchaser);


 


10.2.4                                          no tax
document is submitted to any taxation authority which is not true and accurate
in all material respects.


 


10.3                                                   The
Vendors shall devote reasonable resources to dealing with pre-Completion tax
affairs, and shall use reasonable endeavors to ensure that they are finalised
as soon as reasonably practicable.


 


10.4                                                   The
Purchaser shall procure that:-


 


10.4.1                                          the Vendors
and their duly authorised agents are afforded such information and assistance
as they reasonably require to enable the Vendors to fulfill their obligations
under this paragraph 10;


 


10.4.2                                          the Vendors
are promptly sent a copy of any communication from any taxation authority insofar
as it relates to pre-Completion tax affairs;


 


10.4.3                                          subject to
paragraph 10.5 below, the Company authorises and signs all tax documents
relating to pre-Completion tax affairs required to be signed by it.


 


10.5                                                   The
Purchaser shall be under no obligation to procure the authorisation or signing
of any tax document delivered which it considers in its reasonable opinion to
be false, misleading, incomplete or inaccurate in any respect.


 


10.6                                                   The
Purchaser or its duly authorized agents shall be responsible for the taxation
affairs of the Company for the accounting period current at Completion.


 


10.7                                                   The
Purchaser shall procure that the Vendors are afforded a reasonable opportunity
to comment on material tax documents or other non-routine correspondence which
relate to the part of the accounting period current at Completion which falls
before Completion before their submission to the relevant taxation authority
and that their reasonable comments are taken into account (provided that, if
the Vendors fail to comment within fifteen business days of receipt, the
Purchaser or its duly authorized agents shall be entitled to submit the
relevant tax document or correspondence to the relevant taxation authority
without further reference to the Vendors).


 


11

















 


10.8                                                   For
the avoidance of doubt where any matter relating to taxation gives rise to a
taxation claim, the provisions of paragraph 6 (conduct of taxation claims)
shall apply to the effect that, in relation to that matter, the provisions of
paragraph 6 shall take precedence over the provisions of this paragraph 10.”


 


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SCHEDULE 7.3


 


Part I


 


1.                                       On Closing the
Sellers shall deliver to or, if the U.K. Buyer shall so agree, make available
to the U.K. Buyer:


 


(a)                                  transfers in the
Agreed Form relating to all the Parthenon Shares duly executed in favor of
Buyer (or as it may direct);


 


(b)                                 share certificate(s)
relating to the Parthenon Shares;


 


(c)                                  letters of
resignation in the Agreed Form from all of the directors and the secretary of
Parthenon Ltd. from their offices as director or secretary of containing a
confirmation that they have no claims (whether statutory, contractual or
otherwise) against Parthenon Ltd. for compensation for loss of office or for
unpaid remuneration or otherwise together with delivery to the U.K. Buyer of
all property of Parthenon Ltd. in their possession or under their control; provided
that in relation to Mr. David Bloomer, the Sellers shall only be obligated
to use all reasonable endeavors to deliver the letter of resignation in the
Agreed Form and the failure to deliver such resignation letter shall not be a
condition to Closing.


 


(d)                                 the written
resignation of the auditors of Parthenon Ltd. containing an acknowledgement
that they have no claim against Parthenon Ltd. for compensation for loss of
office, professional fees or otherwise and a statement under section 3 94(1) of
the U.K. Companies Act 1985;


 


(e)                                  certificate of
incorporation and statutory books and share certificate books and cheque books
of Parthenon Ltd.;


 


(f)                                    to the extent not
in the possession of Parthenon Ltd., all books of account or references as to
customers and/or suppliers and other records and all insurance policies in any
way relating to or concerning the businesses of Parthenon Ltd., which shall
have been expressly requested by the Buyers’ solicitors prior to the date of
this Agreement; and


 


(g)                                 to the extent not in
the possession of Parthenon Ltd., all licenses, consents, permits and authorisations
obtained by or issued to Parthenon Ltd. or any other person in connection with
the business carried on by any of them.


 


Part II


 


2.                                       At the Closing
(and prior to the taking effect of the resignations of the directors referred
to in paragraph 1(c) above) the Sellers shall procure the passing of board
resolutions of Parthenon Ltd.:


 


(a)                                  sanctioning for
registration (subject where necessary to due stamping) the transfer(s) in
respect of the Parthenon Shares;


 


13

















 


(b)                                 authorising the
delivery to the U.K. Buyer of share certificates in respect of the Parthenon
Shares;


 


(c)                                  appointing Messrs.
David J. Smith, Jonathan G. Conibear, Roger G. Horton, Anthony M. Foye and
Jeffrey S. Thomasson to be the directors and Jeffrey S. Thomasson to be the
secretary of Parthenon Ltd.;


 


(d)                                 revoking all mandates
to Parthenon Ltd.’s bank and giving authority in favour of those directors
appointed under clause 2(c) above and Stuart Dawson or such other persons as
the U.K. Buyer may nominate to operate the bank accounts thereof; and


 


(e)                                  resolving that the
registered office of Parthenon Ltd. be changed to 11 New Fetter Lane, London
EC4P 4EE.


 


3.                                       The Sellers
shall procure that at Closing:


 


(a)                                  there are repaid all
sums (if any) owing to Parthenon Ltd. by IHI, any Seller or any of its or their
affiliates or by the directors of Parthenon Ltd. or any of their connected
persons except those arising in the ordinary course of trade and whether or not
such sums are due for repayment;


 


(b)                                 Parthenon Ltd. is
released from any guarantee, indemnity, bond, letter of comfort or Encumbrance
or other similar obligation given or incurred by it which relates in whole or
in part to debts or other liabilities or obligations, whether actual or contingent,
of any person other than Parthenon Ltd.;


 


and prior to such repayment or release IHI and the Sellers undertake to
the Buyers (on behalf of itself and as trustee on behalf of Parthenon Ltd.) to
keep Parthenon Ltd. fully indemnified against any failure to make any such
repayment or any liability arising under any such guarantee, indemnity, bond,
letter of comfort or Encumbrance in accordance with the provisions of this
paragraph 3 of Schedule 7.3.


 


4.                                       The Sellers
shall, on or post Closing, sign such documents as are required by Parthenon
Ltd.’s bank to change the Bank’s mandates, as directed by U.K. Buyer.


 


5.                                       The Sellers
shall at Closing provide a release duly executed as a deed under which each of
IHI and the Sellers agrees with the Buyers and Parthenon Ltd. (and their
respective directors, officers, employees, agents and advisers) that they
irrevocably waive any and all claims which they might otherwise have against
Parthenon Ltd. or any of its respective directors, officers, employees, agents
or advisers in respect thereof and any and all other claims against Parthenon
Ltd. or any such persons in respect of any cause, matter or thing whatsoever
and hereby releases Parthenon Ltd. and each such person from any liability or
obligation to it whatsoever.


 


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