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.
4
(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