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