WHICH WOULD ENJOIN OR
DELAY THE TRANSACTIONS CONTEMPLATED HEREBY.
NO CONSENT IS OR HAS BEEN REQUIRED
ON THE PART OF THE BUYERS IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS
AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS
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CONTEMPLATED HEREBY EXCEPT FOR (A) NOTIFICATION PURSUANT TO, AND EXPIRATION OR
TERMINATION OF THE WAITING PERIOD UNDER, THE HART-SCOTT ACT AND NOTIFICATION
PURSUANT TO, AND APPROPRIATE CLEARANCES (OR DEEMED CLEARANCES) HAVING BEEN
OBTAINED IN RESPECT OF THE GERMAN ACT AGAINST RESTRAINTS OF COMPETITION AND THE
AUSTRIAN CARTEL ACT, AND (B) SUCH CONSENTS, THE FAILURE OF WHICH TO OBTAIN OR
MAKE WOULD NOT HAVE A BUYER MATERIAL ADVERSE EFFECT.
4.4.
FINDERS; BROKERS.
NEITHER BUYER IS A PARTY TO
ANY AGREEMENT WITH ANY FINDER OR BROKER, OR IN ANY WAY OBLIGATED TO ANY FINDER
OR BROKER FOR ANY COMMISSIONS, FEES OR EXPENSES, IN CONNECTION WITH THE ORIGIN,
NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT.
4.5.
FINANCIAL CAPACITY.
THE BUYERS HAVE IN HAND
CASH OR HAVE OBTAINED A COMMITMENT LETTER FROM A LENDER SATISFACTORY TO THE
BUYERS (THE "BUYERS' LENDER") SUFFICIENT FOR FINANCING THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (THE "FINANCING COMMITMENT").
4.6.
NO OTHER REPRESENTATIONS OR WARRANTIES.
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 4,
NEITHER OF THE BUYERS NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED
REPRESENTATION OR WARRANTY ON BEHALF OF THE BUYERS.
SECTION 5.
AGREEMENTS OF THE BUYERS AND THE SELLERS
5.1.
OPERATION OF THE BUSINESS.
EXCEPT AS
DISCLOSED IN SECTION 5.1 OF THE DISCLOSURE SCHEDULE, THE SELLERS COVENANT THAT
UNTIL THE CLOSING THEY WILL, AND WILL CAUSE PARTHENON LTD. TO, IN A MANNER
CONSISTENT WITH THEIR RESPECTIVE PAST PRACTICES, TO MAINTAIN AND PRESERVE INTACT
THE BUSINESS AND TO MAINTAIN THE ORDINARY AND CUSTOMARY RELATIONSHIPS OF THEIR
AUTHORS, SUPPLIERS, CUSTOMERS AND OTHER BUSINESSES HAVING BUSINESS RELATIONSHIPS
WITH ANY OF THEM, WITH A VIEW TOWARD PRESERVING FOR THE BUYERS TO AND AFTER THE
CLOSING DATE THE BUSINESS, THE ASSETS AND THE GOODWILL ASSOCIATED THEREWITH.
UNTIL THE CLOSING DATE, THE SELLERS SHALL (I) USE THEIR COMMERCIALLY REASONABLE
EFFORTS TO MAINTAIN ALL THEIR OR PARTHENON LTD.'S TANGIBLE ASSETS OWNED OR USED
BY SELLERS IN THE BUSINESS IN GOOD CONDITION AND REPAIR (SUBJECT TO NORMAL WEAR
AND TEAR), (II) MAINTAIN THEIR AND PARTHENON LTD.'S INSURANCE POLICIES AND
PERMITS IN CONNECTION WITH OR RELATING TO THE BUSINESS IN FULL FORCE AND EFFECT,
(III) USE THEIR COMMERCIALLY REASONABLE EFFORTS TO REPAIR, RESTORE OR REPLACE
ANY OF THEIR OR PARTHENON LTD.'S ASSETS USED IN THE BUSINESS THAT ARE DAMAGED,
DESTROYED, LOST OR STOLEN, (IV) USE THEIR COMMERCIALLY REASONABLE EFFORTS TO
COMPLY WITH ALL APPLICABLE CONTRACTS, PERMITS AND LAWS, INCLUDING WITHOUT
LIMITATION, COMMON LAW, RULES, ORDINANCES, CODES AND REGULATIONS OF ANY NATIONAL
(U.S. OR FOREIGN), STATE OR LOCAL GOVERNMENT, AGENCY OR BODY IN ANY JURISDICTION
("LAWS") RELATING TO OR FOR THE BENEFIT OF THE BUSINESS, (V) PROPERLY FILE ALL
TAX RETURNS, ANNUAL REPORTS AND OTHER RETURNS AND REPORTS REQUIRED TO BE FILED
BY THEM WITH RESPECT TO THE BUSINESS OR ASSETS, AND