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