FRAUDULENT TRANSFER,
REORGANIZATION, MORATORIUM AND SIMILAR LAWS OF GENERAL APPLICABILITY AFFECTING
THE ENFORCEMENT OF CREDITOR'S RIGHTS AND TO GENERAL PRINCIPLES OF EQUITY.
THE
EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE SELLERS AND IHI AND THE
CONSUMMATION BY THE SELLERS AND IHI OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL
NOT VIOLATE OR CONFLICT WITH ANY PROVISION OF THE CERTIFICATE OF INCORPORATION
OR BYLAWS OF IHI, THE CERTIFICATE OF FORMATION OR LIMITED LIABILITY COMPANY
AGREEMENT OF CRC PRESS OR CRC PRESS (U.K.) OR THE CERTIFICATE OF INCORPORATION
OR BY-LAWS OF PARTHENON INC., OR RESULT IN ANY BREACH OR CONSTITUTE ANY DEFAULT
UNDER, OR
12
ENCUMBRANCE UPON, ANY MATERIAL CONTRACT (INCLUDING THOSE SET FORTH IN SECTION
3.8 OF THE DISCLOSURE SCHEDULE) OR INDENTURE, MORTGAGE, LEASE, LICENSE, GRANT OR
NOTE TO WHICH THE SELLERS AND/OR IHI IS SUBJECT OR IS A PARTY.
3.3.
GOVERNMENTAL APPROVALS; CONSENTS.
THE
DISCLOSURE SCHEDULE AT SECTION 3.3 SETS FORTH A TRUE AND COMPLETE LIST OF EACH
CONSENT, WAIVER, AUTHORIZATION OR APPROVAL OF ANY GOVERNMENTAL OR REGULATORY
AUTHORITY, DOMESTIC OR FOREIGN, AND EACH DECLARATION TO OR FILING OR
REGISTRATION WITH ANY SUCH GOVERNMENTAL OR REGULATORY AUTHORITY, THAT IS
REQUIRED IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR ALL
OTHER DOCUMENTS CONTEMPLATED HEREUNDER BY THE SELLERS OR THE PERFORMANCE BY THE
SELLERS OF THEIR OBLIGATIONS HEREUNDER OR THEREUNDER. THE EXECUTION AND DELIVERY
OF THIS AGREEMENT AND ALL OTHER DOCUMENTS CONTEMPLATED HEREUNDER DO NOT VIOLATE
ANY ORDER, JUDGMENT OR DECREE TO WHICH IHI AND THE SELLERS ARE SUBJECT.
NO
CLAIM, LEGAL ACTION, SUIT, ARBITRATION, GOVERNMENTAL INVESTIGATION, ACTION, OR
OTHER LEGAL OR ADMINISTRATIVE PROCEEDING IS PENDING OR, TO THE KNOWLEDGE OF THE
SELLERS, THREATENED AGAINST IHI AND/OR THE SELLERS WHICH WOULD ENJOIN OR DELAY
THE TRANSACTIONS CONTEMPLATED HEREBY.
NO CONSENT, APPROVAL, ORDER OR
AUTHORIZATION OF, OR ANY DECLARATION, FILING OR REGISTRATION WITH, OR ANY
APPLICATION OR REPORT TO, OR ANY WAIVER BY, OR RIGHT OF TERMINATION IN FAVOR OF,
OR ANY OTHER ACTION (WHETHER SIMILAR OR DISSIMILAR TO ANY OF THE FOREGOING) OF,
BY OR WITH, ANY PERSON WHICH IS NECESSARY IN ORDER TO TAKE A SPECIFIED ACTION OR
ACTIONS IN A SPECIFIED MANNER OR TO ACHIEVE A SPECIFIED RESULT ("CONSENTS") IS
OR HAS BEEN REQUIRED ON THE PART OF IHI OR THE SELLERS IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS
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 MATERIAL ADVERSE EFFECT UPON ANY ASSET OR WHICH HAVE
ALREADY BEEN OBTAINED.
3.4.
FINANCIAL STATEMENTS.
SECTION 3.4 OF THE
DISCLOSURE SCHEDULE CONTAINS A COPY OF THE CONSOLIDATED UNAUDITED BALANCE SHEET
OF CRC PRESS AS OF DECEMBER 31, 2002 AND THE RELATED STATEMENTS OF INCOME FOR