OUT OF OR IN CONNECTION WITH THE PREPARATION OF
THIS AGREEMENT AND THE CONSUMMATION AND PERFORMANCE OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY LIABILITY TO
WHICH ANY OF THE PARTIES MAY BECOME SUBJECT AS A RESULT OF THE FACT THAT THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE BEING EFFECTED, AT THE REQUEST
OF SELLERS AND APPROVED BY THE BUYERS, WITHOUT COMPLIANCE WITH THE PROVISIONS OF
ANY BULK SALES ACT OR ANY SIMILAR STATUTE AS ENACTED IN ANY JURISDICTION;
(D)
ALL OBLIGATIONS RETAINED PURSUANT TO SECTION
5.6 HEREOF;
(E)
ALL LIABILITIES FOR TAXES OF THE SELLERS OR
IHI FOR PERIODS ENDING PRIOR TO THE CLOSING DATE;
(F)
EXCEPT TO THE EXTENT SET FORTH ON THE
FACE OF THE FINAL CLOSING STATEMENT, ANY OBLIGATIONS OF THE SELLERS OR PARTHENON
LTD. UNDER OR IN CONNECTION WITH ANY GOLDEN PARACHUTE PAYMENT OR CONTINUATION OR
DISCONTINUATION OF EMPLOYMENT PAYMENT OR OTHER INCREASE OR CHANGE IN AMOUNT OR
TERMS OF ANY COMPENSATION UNDER ANY EMPLOYMENT OR INDEPENDENT CONTRACTOR
AGREEMENT] THAT ARISES, OCCURS OR IS TRIGGERED OR GIVES ANY PERSON THE RIGHT TO
ASSERT, EITHER AUTOMATICALLY OR UPON NOTICE, BY REASON OF, UPON, OR IN
CONNECTION WITH THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY;
(G)
ANY OBLIGATION OF THE SELLERS OWING TO ANY
MEMBER, DIRECTOR, OFFICER, EMPLOYEE, SHAREHOLDER (OF THE SELLERS OR ITS
AFFILIATES), SUBSIDIARY OR AFFILIATE OF THE SELLERS, EXCEPT FOR, BUT ONLY TO THE
EXTENT OF, THE AMOUNT OF ACCRUED SALARY AND BENEFITS TO EMPLOYEES (OTHER THAN
OFFICERS AND DIRECTORS) SET FORTH ON THE FINAL CLOSING STATEMENT;
(H)
ANY LIABILITY OR OBLIGATION OF SELLERS UNDER
ANY INDEMNIFICATION OR SIMILAR CONTRACTUAL PROVISION OF OR IN ANY CONTRACTS,
LEASES, LEASED REAL PROPERTY AND PERMITS, ARISING OUT OF BREACHES OR DEFAULTS BY
OR CLAIMS AGAINST THE SELLERS (OR FOR WHICH THE SELLERS ARE LIABLE PURSUANT TO
THE TERMS THEREOF) ARISING OR OCCURRING ON OR BEFORE THE CLOSING DATE AND
REGARDLESS OF WHEN ASSERTED, INCLUDING, WITHOUT LIMITATION, OF CRC PRESS UNDER
SECTION 11.3 OF AN ASSET PURCHASE AGREEMENT DATED JANUARY 8, 1997, RELATING TO
THE ACQUISITION OF THE ASSETS OF ST. LUCIE PRESS (U.K.) LTD.; AND
(I)
ALL OBLIGATIONS RELATING TO ANY
ENVIRONMENTAL MATTERS OR CONDITIONS OR ENVIRONMENTAL LAWS ARISING ON OR BEFORE
THE CLOSING DATE INCLUDING WITHOUT LIMITATION ANY RELEASE OF HAZARDOUS MATERIALS
AFTER THE CLOSING DATE FOR EVENTS OF
CIRCUMSTANCES GIVING RISE TO SUCH RELEASE
OCCURRING ON OR BEFORE THE CLOSING DATE; AND
6
(J)
ANY OTHER OBLIGATIONS AND LIABILITIES
FOR WHICH THE SELLERS HAVE EXPRESSLY ASSUMED OR RETAINED RESPONSIBILITY PURSUANT
TO THIS AGREEMENT.
SECTION 2.
PURCHASE PRICE AND ADJUSTMENTS
2.1.
PURCHASE PRICE.
(A)
THE AGGREGATE PURCHASE PRICE FOR THE ASSETS
AND THE ASSUMED LIABILITIES SHALL BE NINETY FIVE MILLION UNITED STATES DOLLARS
($95,000,000), PLUS OR MINUS THE CLOSING DATE ADJUSTMENT (AS DEFINED BELOW)
(COLLECTIVELY, THE "PURCHASE PRICE").
(B)
THE BUYERS AND THE SELLERS AGREE TO ALLOCATE
THE PURCHASE PRICE IN ACCORDANCE WITH THE RULES UNDER SECTION 1060 OF THE
INTERNAL