KEEP THE OTHER ADVISED AS TO (I) ANY LITIGATION OR ADMINISTRATIVE
PROCEEDING PENDING AND KNOWN TO SUCH PARTY, OR TO ITS KNOWLEDGE THREATENED,
WHICH CHALLENGES THE TRANSACTIONS CONTEMPLATED HEREBY AND (II) ANY EVENT OR
CIRCUMSTANCE WHICH WOULD CONSTITUTE A BREACH OF THEIR RESPECTIVE REPRESENTATIONS
AND WARRANTIES IN THIS AGREEMENT, PROVIDED THAT THE FAILURE OF THE SELLERS OR
THE BUYERS TO COMPLY WITH CLAUSE (II) SHALL NOT SUBJECT THE SELLERS OR THE
BUYERS TO ANY LIABILITY HEREUNDER EXCEPT AS AND TO THE EXTENT THE SELLERS OR THE
BUYERS WOULD BE RESPONSIBLE FOR A BREACH OF SUCH REPRESENTATIONS AND WARRANTIES
PURSUANT TO SECTION 8 (INCLUDING, WITHOUT LIMITATION, THE LIMITATIONS ON
RECOVERY AND THE TIME PERIODS FOR BRINGING CLAIMS THEREUNDER).
THE SELLERS AND
THE BUYERS SHALL NOT TAKE ANY ACTION INCONSISTENT WITH THEIR OBLIGATIONS UNDER
THIS AGREEMENT OR WHICH WOULD MATERIALLY HINDER OR DELAY THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(D)
WITH RESPECT TO THE LEASES SET FORTH IN
SECTION 5.3 OF THE DISCLOSURE SCHEDULE, IF REQUESTED BY THE LANDLORDS THEREUNDER
IN ORDER TO EFFECT AN ASSIGNMENT THEREOF, THE
28
BUYERS AGREE TO NAME AS AN ASSIGNEE, OR HAVE THE LEASES BEING ASSIGNED
GUARANTEED BY, A PERSON WITH CREDITWORTHINESS AT LEAST AS GREAT AS THAT OF CRC
PRESS; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL SUCH PERSON OR ASSIGNEE ASSUME
OR BE RESPONSIBLE FOR ANY OBLIGATIONS TO THE EXTENT INCONSISTENT WITH THE
OBLIGATIONS OF THE BUYERS UNDER THIS AGREEMENT.
(E)
IHI AND THE SELLERS AGREE TO PROCURE THAT
THE JOINT ACCOUNT DESCRIBED IN CLAUSE 7 OF THE PARTHENON ACQUISITION AGREEMENT
IS TERMINATED PRIOR TO THE CLOSING.
TO THE EXTENT THAT SUCH FUNDS HAVE NOT BEEN
SO RETURNED, THEN SUCH JOINT ACCOUNT SHALL BE OPERATED IN ACCORDANCE WITH THE
BUYERS' INSTRUCTIONS FOLLOWING THE CLOSING DATE.
5.4.
PUBLIC DISCLOSURES.
EACH PARTY WILL ISSUE A
PRESS RELEASE PROMPTLY AFTER SIGNING THIS AGREEMENT, AND SHALL GIVE THE OTHER
PARTIES HERETO AN OPPORTUNITY TO REVIEW SUCH PRESS RELEASE PRIOR TO ITS
DISCLOSURE.
OTHER THAN THE ISSUANCE OF SUCH PRESS RELEASE, THE PARTIES AGREE
THAT, PRIOR TO THE CLOSING DATE, NEITHER THE BUYERS NOR THE SELLERS WILL ISSUE
ANY PRESS RELEASE OR MAKE ANY OTHER PUBLIC DISCLOSURES CONCERNING THIS
TRANSACTION OR THE CONTENTS OF THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT
OF THE OTHER PARTY.
NOTWITHSTANDING THE ABOVE, NOTHING IN THIS SECTION 5.4 WILL
PRECLUDE ANY PARTY FROM MAKING ANY DISCLOSURES REQUIRED BY LAW OR REGULATION OR
NECESSARY AND PROPER IN CONJUNCTION WITH THE FILING OF ANY TAX RETURN OR OTHER
DOCUMENT REQUIRED TO BE FILED WITH ANY GOVERNMENTAL BODY, AUTHORITY OR AGENCY
WHETHER FOREIGN, FEDERAL, STATE OR LOCAL.
5.5.
ACCESS TO RECORDS AND PERSONNEL.
(A)
THE PARTIES SHALL RETAIN THE BOOKS,
RECORDS, DOCUMENTS, INSTRUMENTS, ACCOUNTS, CORRESPONDENCE, WRITINGS, EVIDENCES
OF TITLE AND OTHER PAPERS RELATING TO THE ASSETS AND THE ASSUMED LIABILITIES IN
THEIR POSSESSION (THE "BOOKS AND RECORDS") FOR THE PERIOD OF TIME SET FORTH IN
THEIR RESPECTIVE RECORDS RETENTION POLICIES ON THE CLOSING DATE OR FOR SUCH
LONGER PERIOD AS MAY BE REQUIRED