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