REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND THE TREASURY
REGULATIONS PROMULGATED THEREUNDER.
NO LATER THAN 45 DAYS AFTER THE CLOSING
DATE, THE BUYERS SHALL DELIVER TO THE SELLERS A SCHEDULE (THE "ALLOCATION
SCHEDULE"), SETTING FORTH AN ALLOCATION OF THE PURCHASE PRICE AMONG THE ASSETS,
WITH THE AMOUNT ALLOCATED TO THE PARTHENON SHARES BEING NO LESS THAN $7,000,000
AND NO MORE THAN $10,000,000.
IF THE SELLERS DISAGREE WITH THE ALLOCATION SET
FORTH ON SUCH ALLOCATION SCHEDULE, THEY SHALL NOTIFY THE BUYERS IN WRITING,
WITHIN 20 DAYS AFTER THEIR RECEIPT OF THE ALLOCATION SCHEDULE, OF THEIR SPECIFIC
OBJECTIONS. THE BUYERS AND THE SELLERS SHALL ENDEAVOR IN GOOD FAITH TO RESOLVE
THEIR DISAGREEMENTS WITH RESPECT TO THE ALLOCATION AND PREPARE A REVISED
ALLOCATION SCHEDULE.
IF SUCH DISAGREEMENTS CAN NOT BE RESOLVED WITHIN 30 DAYS
AFTER THE SELLERS' NOTIFICATION OF THEIR OBJECTIONS TO THE BUYERS, THE
DISAGREEMENTS SHALL BE RESOLVED BY THE INDEPENDENT ACCOUNTING FIRM WITHIN 30
DAYS AFTER THE SUBMISSION BY THE PARTIES OF THEIR DISPUTE TO SUCH INDEPENDENT
ACCOUNTING FIRM, AND A REVISED ALLOCATION SCHEDULE SHALL BE PREPARED.
IN NO
EVENT HOWEVER, SHALL ANY REVISED ALLOCATION SCHEDULE ALLOCATE LESS THAN
$7,000,000 OR MORE THAN $10,000,000 TO THE PARTHENON SHARES.
THE SELLERS AND
THE BUYERS AGREE TO ACT IN ACCORDANCE WITH, AND FILE ALL TAX AND INFORMATIONAL
RETURNS ON A BASIS CONSISTENT WITH, THE COMPUTATIONS AND ALLOCATIONS CONTAINED
IN THE ALLOCATION SCHEDULE (OR THE REVISED ALLOCATION SCHEDULE IF APPLICABLE) IN
ANY RELEVANT TAX RETURNS OR FILINGS, INCLUDING ANY FORMS OR REPORTS REQUIRED TO
BE FILED PURSUANT TO SECTION 1060 OF THE CODE, THE TREASURY REGULATIONS
PROMULGATED THEREUNDER OR ANY PROVISIONS OF LOCAL, STATE AND FOREIGN LAW ("1060
FORMS"), AND TO COOPERATE IN THE PREPARATION OF ANY 1060 FORMS AND TO FILE SUCH
1060 FORMS IN THE MANNER REQUIRED BY APPLICABLE LAW, AND EACH PARTY SHALL
PROVIDE A COPY OF SUCH FORMS TO THE OTHER PARTIES, AS FILED.
(C)
PAYMENT OF PURCHASE PRICE. THE PURCHASE
PRICE SHALL BE PAYABLE AS FOLLOWS:
(I)
CASH TO THE SELLERS. EXCEPT AS PROVIDED
IN SECTION 2.2 (B) AND (F): (I) NINETY MILLION SEVEN HUNDRED FIFTY THOUSAND
DOLLARS ($90,750,000) SHALL BE PAID BY THE BUYERS TO THE SELLERS ON THE CLOSING
DATE IN IMMEDIATELY AVAILABLE FEDERAL FUNDS TO SUCH BANK ACCOUNTS AS SHALL BE
DESIGNATED BY THE SELLERS PRIOR TO THE CLOSING; (II) THREE MILLION DOLLARS
($3,000,000) SHALL BE DEPOSITED BY THE BUYERS IN ESCROW PURSUANT TO AN ESCROW
AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT A HERETO (THE "ESCROW AGREEMENT")
TO SECURE THE LIABILITIES AND OBLIGATIONS OF IHI AND THE SELLERS PURSUANT TO
SECTION 8 HEREOF; AND (III) SUBJECT TO SECTION 2.1(C)(II) BELOW, ONE MILLION TWO
HUNDRED FIFTY THOUSAND DOLLARS ($1,250,000) (THE "MAYO ESCROW FUNDS") SHALL BE
PAID BY THE BUYERS TO THE ESCROW AGENT ON THE CLOSING DATE IN IMMEDIATELY
AVAILABLE FEDERAL
7
FUNDS TO BE PAID AS PROVIDED IN SECTION 2.1(C)(II) BELOW.
(II)
MAYO ESCROW.
IF, ON OR PRIOR TO THE
CLOSING DATE, CRC PRESS OR ONE OF THE SELLERS SHALL HAVE ENTERED