LIMITATION, RAW MATERIALS, WORK-IN-PROGRESS, FINISHED GOODS,
PACKAGING MATERIALS AND SUPPLIES ("INVENTORY").
(H)
LEASED REAL PROPERTY.
ALL OF THE SELLERS'
RIGHT, TITLE AND INTEREST IN AND TO THE LEASES AND THE LEASED REAL PROPERTY.
(I)
INVESTMENT IN PARTHENON LTD.
THE ENTIRE
ISSUED SHARE CAPITAL OF THE PARTHENON PUBLISHING GROUP LIMITED (COMPANY NUMBER:
1749619) ("PARTHENON LTD."), A PRIVATE COMPANY LIMITED BY SHARES AND ORGANIZED
UNDER THE LAWS OF ENGLAND AND WALES (THE "PARTHENON SHARES"), TOGETHER WITH ALL
RIGHTS AND ADVANTAGES ATTACHING TO THE PARTHENON SHARES WITH EFFECT FROM AND
INCLUDING THE CLOSING DATE AND IN PARTICULAR, THE BENEFIT OF ALL DIVIDENDS AND
OTHER DISTRIBUTIONS (IF ANY), MADE OR PAID AFTER THE CLOSING DATE IN RESPECT OF
THE PARTHENON SHARES.
IHI AND THE SELLERS HEREBY REPRESENT, WARRANT, COVENANT
AND UNDERTAKE WITH EACH OF THE BUYERS THAT THEY HAVE THE RIGHT TO DISPOSE OF, OR
PROCURE THE DISPOSAL OF, THE PARTHENON SHARES.
(J)
TELEPHONE NUMBERS, ETC.
ALL OF THE
SELLERS' RIGHTS WITH RESPECT TO TELEPHONE NUMBERS, TELEPHONE DIRECTORY LISTINGS
AND ADVERTISEMENTS USED IN THE BUSINESS, UNEMPLOYMENT RESERVE ACCOUNTS (TO THE
EXTENT ASSIGNABLE) AND EXPERIENCE RATINGS (TO THE EXTENT ASSIGNABLE), AND ALL OF
THE SELLERS' GOODWILL RELATING TO OR ARISING IN CONNECTION WITH THE BUSINESS, TO
THE EXTENT ASSIGNABLE.
(K)
COMPUTER MEDIA, INVOICES, ETC.
ALL OF THE
SELLERS' COMPUTER MEDIA, INVOICES, CUSTOMER INFORMATION AND LISTS, PROSPECTIVE
CUSTOMER INFORMATION AND LISTS, SUPPLIER INFORMATION AND LISTS, SALES AND
MARKETING MATERIALS, CORRESPONDENCE, FILES, BOOKS AND RECORDS RELATING TO OR
ARISING IN CONNECTION WITH THE BUSINESS, BUT EXCLUDING THE EXCLUDED ASSETS.
(L)
EXISTING CAMERA-READY COPY.
ALL
EXISTING CAMERA-READY COPY USED FOR MAKING NEGATIVE FILMS, FILM PLATES,
PLATE-MAKING FILM, PASTE-UPS, TAPES, ILLUSTRATIONS AND OTHER ARTWORK, AND OTHER
REPRODUCTION MATERIALS FOR THE PUBLICATIONS, PERMISSIONS (TO THE EXTENT
TRANSFERABLE) AND VENDOR INFORMATION, INCLUDING, WITHOUT LIMITATION,
SPECIFICATIONS FOR ALL PUBLISHED TITLES, AND ALL MANUSCRIPTS, PROOFS, REVIEWS,
DESIGNS, ARTWORK, COVERS, PHOTOGRAPHS AND PRODUCTION-RELATED MATERIALS FOR ALL
UNPUBLISHED TITLES.
(M)
CLAIMS, CAUSES OF ACTION AND OTHER LEGAL
RIGHTS.
ALL OF THE SELLERS' CLAIMS, CAUSES OF ACTION AND OTHER LEGAL RIGHTS AND
REMEDIES BUT NOT OBLIGATIONS, WHETHER OR NOT KNOWN AS OF THE CLOSING DATE,
RELATING TO OR IN CONNECTION WITH, EITHER (1) THE SELLERS' OWNERSHIP OF THE
ASSETS OR (2) THE OPERATION OF THE BUSINESS THAT ARE REASONABLY NECESSARY TO
PRESERVE OR OBTAIN FOR THE BENEFIT OF THE BUYERS FULL RIGHTS TO THE ASSETS OTHER
THAN THE EXCLUDED ASSETS, BUT EXCLUDING CAUSES OF ACTION AND OTHER LEGAL RIGHTS
AND REMEDIES OF THE SELLERS (A) AGAINST THE BUYERS WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR (B) RELATING EXCLUSIVELY TO THE
EXCLUDED ASSETS.
(N)
OTHER ASSETS.
ALL OTHER ASSETS INCLUDED IN
(I) THE FINANCIAL STATEMENTS, TO THE EXTENT STILL IN EXISTENCE ON THE CLOSING
DATE, AND (II) THE FINAL CLOSING STATEMENT, EXCLUDING THE EXCLUDED ASSETS.
3
1.3.
ALLOCATION OF THE ASSETS.
IT IS THE INTENTION
OF THE PARTIES HERETO THAT THE ASSETS AND ASSUMED LIABILITIES TO BE PURCHASED AT
THE CLOSING BY THE U.S. BUYER SHALL INCLUDE ALL ASSETS (OTHER THAN THE PARTHENON