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