MODIFICATIONS OR AMENDMENTS TO THIS AGREEMENT SHALL BE BINDING ON THE PARTIES
UNLESS IN WRITING AND SIGNED BY THE PARTY OR PARTIES TO BE BOUND BY SUCH
MODIFICATION OR AMENDMENT.
11.16.
SECTION HEADINGS; TABLE OF CONTENTS.
THE SECTION
HEADINGS CONTAINED IN THIS AGREEMENT AND THE TABLE OF CONTENTS TO THIS AGREEMENT
ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
11.17.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT SHALL
BE DECLARED BY ANY COURT OF COMPETENT JURISDICTION TO BE ILLEGAL, VOID OR
UNENFORCEABLE, ALL OTHER PROVISIONS OF THIS AGREEMENT SHALL NOT BE AFFECTED AND
SHALL REMAIN IN FULL FORCE AND EFFECT.
11.18.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL AND ALL
OF WHICH TOGETHER SHALL BE DEEMED TO BE ONE AND THE SAME INSTRUMENT.
59
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as of the date first above written.
CRC PRESS LLC
By:
Name:
Title:
CRC PRESS (U.K.) LLC
By:
Name:
Title:
PARTHENON INC.
By:
Name:
Title:
INFORMATION HOLDINGS INC.
By:
Name:
Title:
ROUTLEDGE NO. 2 LIMITED
By:
Name:
Title:
CRC PRESS I LLC
By:
Taylor & Francis Books, Inc.
By:
Name:
Title:
GUARANTEE
Taylor & Francis Group plc hereby guarantees all obligations and liabilities of
the Buyers under this Agreement.
Taylor & Francis Group plc
By:
Name:
Title:
SCHEDULE 1.2 (i)
Particulars relating to Parthenon
Authorised share capital:
100 ordinary shares of £1 each
Issued share capital:
100 ordinary shares of £1 each
Directors:
Fenton Markevich
David George Thomas Bloomer
T Emmett Dages
Secretary:
Bibi Rahima Ally
Vivian Espinosa Kennedy
Auditors:
Ernst & Young LLP
Accounting reference date:
31 December
Registered Office:
23 Blades Court
Deodar Road
London SW15
2
SCHEDULE 3.1(d)
The representations and warranties contained in schedule 4 to the Parthenon
Acquisition Agreement (the "Parthenon Warranties") shall be and are hereby
varied in relation to this Agreement as follows:
1.
In the Parthenon Warranties references to :
(I)
THE "VENDORS" AND TO THE "AGREEMENT"
SHALL BE TAKEN TO MEAN REFERENCES TO IHI AND THE SELLERS AND TO THIS AGREEMENT,
RESPECTIVELY;
(II)
THE "COMPANY" AND TO THE "SHARES" SHALL BE
TAKEN TO MEAN REFERENCES TO PARTHENON LTD. AND TO THE PARTHENON SHARES,
RESPECTIVELY;
(III)
THE "ACCOUNTS" SHALL BE TAKEN TO MEAN
REFERENCES TO THE AUDITED ACCOUNTS FOR PARTHENON LTD. IN RESPECT TO THE
FINANCIAL PERIOD ENDING 31 DECEMBER 2001;
(IV)
THE "DISCLOSURE LETTER" SHALL BE TAKEN AS
REFERENCE TO THE LETTER DATED THE DATE OF THIS AGREEMENT FROM IHI AND THE
SELLERS TO THE BUYERS MAKING CERTAIN DISCLOSURES AGAINST THE REPRESENTATIONS AND
WARRANTIES SET OUT IN SCHEDULE 4 TO THE PARTHENON ACQUISITION AGREEMENT (AS
INCORPORATED BY SECTION 3 OF THIS AGREEMENT, IS VARIED BY THIS SCHEDULE 3.1(D));
AND
(V)
REFERENCES TO THE FINANCIAL SERVICES ACT
1986 SHALL BE TAKEN TO MEAN THE FINANCIAL SERVICES AND MARKETS ACT 2000;
(VI)
THE "ACCOUNTS DATE" SHALL BE TAKEN TO MEAN