REGION OR OTHERWISE), OR (3) COMPETE WITH OR OBTAIN PRODUCTS OR
SERVICES FROM ANY PERSON OR (II) LIMITING THE ABILITY OF ANY PERSON TO COMPETE
WITH OR TO PROVIDE PRODUCTS OR SERVICES TO THE SELLERS, (B) ALL AUTHOR, EDITOR,
CONTRIBUTOR, AND FREELANCER AGREEMENTS RELATED TO THE PUBLICATIONS, INCLUDING,
WITHOUT LIMITATION, THE TOP 25 PUBLISHED CONTRACTS AND TOP 25 UNPUBLISHED
CONTRACTS, (C) CO-PUBLISHING, SUBSCRIBER, LICENSE AND DISTRIBUTION CONTRACTS AND
ALL OTHER CONTRACTS, COMMITMENTS, LEASES, PURCHASE ORDERS, LICENSES AND
AGREEMENTS RELATING TO THE PUBLICATIONS, (D) ALL AGREEMENTS WITH ANY PRESENT OR
FORMER INDIVIDUAL OFFICER, DIRECTOR, MEMBER, EMPLOYEE, AGENT, CONSULTANT, OR
OTHER SIMILAR REPRESENTATIVE OF THE SELLERS, (E) ANY DISTRIBUTION, AGENCY,
MANAGEMENT OR WAREHOUSE AGREEMENT OR ARRANGEMENT, AND (F) ANY OTHER AGREEMENT
(INCLUDING THE PARTHENON ACQUISITION AGREEMENT), CONTRACT OR COMMITMENT
REQUIRING PAYMENTS OR PERFORMANCE OF OBLIGATIONS BY THE SELLERS OF MORE THAN
$25,000 IN A ONE-YEAR PERIOD.
CONTRACTS SHALL NOT INCLUDE (AND THE BUYERS SHALL
NOT ASSUME PURSUANT TO THE TERMS HEREOF) (I) ANY AGREEMENTS, CONTRACTS OR
COMMITMENTS WHICH RELATE PRIMARILY TO THE EXCLUDED ASSETS OR THE EXCLUDED
LIABILITIES OR (II) ANY MORTGAGE, INDENTURE, LOAN OR CREDIT AGREEMENT, SECURITY
AGREEMENT OR OTHER AGREEMENT OR INSTRUMENT OF OR BY THE SELLERS RELATING TO THE
BORROWING OF MONEY OR EXTENSION OF CREDIT OR ANY GUARANTEE OF THE OBLIGATIONS OF
THIRD PARTIES EXCEPT THAT THE BUYERS SHALL BE ENTITLED TO THE RIGHTS OF, BUT NOT
THE OBLIGATIONS UNDER, ANY OF THE FOREGOING GRANTED IN FAVOR OF THE SELLERS.
(G)
THERE ARE NO OBLIGATIONS OF THE SELLERS THAT
ARISE, OCCUR OR ARE TRIGGERED, 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 OR THAT
GIVE ANY PERSON A RIGHT OR PERMITS ANY PERSON TO ASSERT OR CLAIM ANY OBLIGATION
AGAINST SELLERS, THE ASSETS OR ANY OTHER PERSON 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, INCLUDING, WITHOUT LIMITATION, ANY GOLDEN PARACHUTE
PAYMENT, CHANGE OF CONTROL PAYMENT, CONTINUATION OF EMPLOYMENT PAYMENT,
PREPAYMENT OF OBLIGATIONS, PENALTIES, FINES OR PREMIUMS.
3.9.
LITIGATION, DEFAULT.
THERE ARE NO AND HAVE
NOT BEEN, DURING THE THREE (3) YEARS ENDING ON THE DATE OF THIS AGREEMENT, ANY
ACTIONS, SUITS, PROCEEDINGS (WHETHER ADJUDICATORY, CRIMINAL, ADMINISTRATIVE,
RULEMAKING, LICENSING, OR OTHERWISE) OR INVESTIGATIONS PENDING IN RELATION TO
THE SELLERS AND/OR IHI OR INVOLVING OR RELATING TO THE BUSINESS OR THE ASSETS
OR, TO THE
17
KNOWLEDGE OF THE SELLERS, THREATENED IN LAW OR IN EQUITY, BY OR BEFORE ANY
COURT, GOVERNMENTAL OR REGULATORY AGENCY, DOMESTIC OR FOREIGN TRIBUNAL OR
ARBITRATOR, IN ANY JURISDICTION.
THE SELLERS ARE NOT SUBJECT TO, OR IN DEFAULT
UNDER, ANY MATERIAL JUDGMENT, ORDER, INJUNCTION OR DECREE OF ANY COURT,
GOVERNMENT AGENCY, TRIBUNAL OR ARBITRATION.
3.10.
INTELLECTUAL PROPERTY RIGHTS.
(A)
THE SELLERS OWN EXCLUSIVELY AND SOLELY, OR
HAVE THE VALID RIGHT TO USE, AND HAVE GOOD AND MARKETABLE TITLE TO ALL OF