STOCK AND ASSET PURCHASE AGREEMENT

Exhibit 10.1

STOCK AND ASSET PURCHASE AGREEMENT

by and between

PROQUEST COMPANY

and

SNAP-ON INCORPORATED

Dated as of October 20, 2006

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 -iv-

STOCK AND ASSET PURCHASE AGREEMENT

     This STOCK AND ASSET PURCHASE AGREEMENT, dated as of October 20, 2006 (this “ Agreement ”), is by and between ProQuest Company, a Delaware corporation (“ Seller ”), and Snap-on Incorporated , a Delaware corporation (“ Buyer ”). Seller and Buyer may be referred to in this Agreement individually as a “ Party ” or collectively as “ Parties .” Capitalized terms used herein shall have the meanings set forth in Article I unless otherwise defined herein.

     WHEREAS, Seller is the owner, directly or indirectly, of all of the issued and outstanding shares of capital stock of the U.S. Companies, ProQuest Business Solutions UK and the Retained Subsidiaries;

     WHEREAS, the U.S. Companies and their respective subsidiaries, and the Retained Subsidiaries, with respect to certain assets (including the capital stock of ProQuest Business Solutions UK, and the subsidiaries of ProQuest Business Solutions UK), engage primarily in the business of developing and deploying electronic parts and service information retrieval products and dealer performance applications for the automotive, powersports and outdoor power markets; and

     WHEREAS, Buyer wishes to buy or cause one or more of its Subsidiaries to buy, and Seller wishes to sell, substantially all of the Business pursuant to a transaction in which (a) the Buyer shall purchase and Seller shall sell all of the issued and outstanding capital stock of the U.S. Companies, on the terms and conditions set forth herein, and (b) the Buyer shall buy and assume, and Seller shall cause its Retained Subsidiaries to transfer, certain assets and liabilities of the Retained Subsidiaries pursuant to the Foreign Transfer, on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the covenants hereinafter set forth, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

DEFINITIONS

     Defined terms used in this Agreement shall have the following meanings ascribed to such terms:

     “ Acquired Entities ” shall mean all of the U.S. Companies, and their respective Subsidiaries, and ProQuest Business Solutions UK, and its Subsidiaries.

     “ Acquired Business ” shall mean (i) the business conducted by any and all of the Acquired Entities, (ii) the business conducted by the Retained Subsidiaries with the Foreign Assets.

     “ Acquisition Agreement ” shall have the meaning prescribed to such term in Section 6.3(b).

     “ Acquisition Proposal ” shall mean any inquiry, proposal or offer from any Person (other than the Buying Parties) relating to any (a) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of assets included in the Acquired Business (excluding sales of assets in the ordinary course of business) equal to fifty-one percent (51%) or more of the value of the Acquired Business’s assets or to which fifty-one percent (51%) or more of the Acquired Business’s revenues or earnings are attributable, (b) tender offer for, or direct or indirect acquisition (whether in a single transaction or a series of related transactions) of, fifty-one percent (51%) or more of the equity securities of Seller or the value of the Acquired Business, or (c) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving substantially all of the assets of Seller or involving the assets of the Acquired Business with a value set forth in clause (a) of this definition; in each case, other than the Transactions.

     “ Affiliate ” shall mean, with respect to any Person, any other Person that controls, is controlled by, or is under common control with such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by ownership of securities, contract, credit arrangement or otherwise.

     “ Agreement ” shall have the meaning set forth in the introductory paragraph of this Agreement.

     “ Antitrust Laws ” shall mean the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act and all other applicable Laws issued by any Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

     “ Base Price ” shall have the meaning prescribed to such term in Section 2.2.

     “ Beneficial Interest ” shall mean the right to vote, receive the dividends and distributions on or sell or cause the sale, transfer or any other disposition whatsoever of, and all other rights incident to legal and beneficial ownership of, the securities subject to such interest.

     “ Benefit Plans ” shall mean all employee benefit plans (as defined in Section 3(3) of ERISA), pension, retirement savings, stock purchase, stock option, severance, employment, change-in-control, vacation, fringe benefit, collective bargaining, bonus, incentive and deferred compensation plans and agreements (a) under which any employee or former employee of the Business currently has or will as of the Closing Date have any right to benefits and (b) under which any Acquired Entity currently has or will as of the Closing Date have any liability. For the avoidance of doubt, the Benefit Plans do not include the European Plans or any other benefit plans in respect of the European Employees.

     “ Books and Records ” shall have the meaning prescribed to such term in Section 6.6.

     “ Business ” shall mean the business of developing and deploying electronic parts and service information retrieval products and dealer performance applications for the automotive, powersports and outdoor power markets as conducted by the Acquired Entities and by the Retained Subsidiaries with the Foreign Assets on the date hereof. For the avoidance of doubt,

the Business does not include any of the Excluded Assets or Excluded Liabilities or any business related thereto.

     “ Business Day ” shall mean any day, excluding Saturday, Sunday and any other day on which commercial banks in New York, New York are authorized or required by Law to close.

     “ Business Employees ” shall mean all Persons who perform services primarily for, and are employed by, the Business on the Closing Date, including the European Employees.

     “ Buyer ” shall have the meaning set forth in the introductory paragraph of this Agreement.

     “ Buyer Group Company ” shall have the meaning prescribed to such term in Section 8.8.

     “ Buyer Indemnitees ” shall have the meaning prescribed to such term in Section 10.1(a).

     “ Buyer Material Adverse Effect ” shall mean a material adverse effect on the ability of Buyer to consummate the Transactions and perform all of its obligations hereunder.

     “ Buyer Notice ” shall have the meaning prescribed to such term in Section 8.3.

     “ Buying Parties ” shall mean one or more Subsidiaries of Buyer who Buyer designates in writing at least three (3) Business Days prior to the Closing as a party who will purchase any of the Stock or Foreign Assets hereunder.

     “ Buying Party ” shall mean any of the Buying Parties.

     “ Clayton Act ” shall mean the Clayton Act of 1914, as amended, and the rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations.

     “ Closing ” shall have the meaning prescribed to such term in Section 9.1.

     “ Closing Date ” shall have the meaning prescribed to such term in Section 9.1.

     “ Closing Working Capital Value ” shall be determined in accordance with the principles and policies employed in the preparation of the Reference Statement and shall mean the Current Assets of the Acquired Business less the Current Liabilities of the Acquired Business, as adjusted as set forth on the Reference Statement, and as of the Closing Date, but immediately prior to the Closing. For the avoidance of doubt, the Closing Working Capital Value shall not reflect any liability for, or credits or refunds of, Income Taxes of the Seller, the Retained Subsidiaries or the Acquired Entities or any Excluded Assets or Excluded Liabilities. Any amounts which are to be included in any calculation of Closing Working Capital Value which are expressed in a currency other than U.S. dollars shall be converted into U.S. dollars at the Exchange Rate.

     “ Code ” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations.

     “ Confidentiality Letter ” shall mean the Nondisclosure Agreement dated June 29, 2006 between Seller and Buyer.

     “ Continued Benefit Plans ” shall have the meaning ascribed to such term in Section 6.7(a).

     “ Contract ” shall mean any contract or other legally binding agreement.

     “ Current Assets ” shall mean those current or other assets of the Acquired Business set forth on Section 1.1 of the Disclosure Schedule hereto.

     “ Current Liabilities ” shall mean those current or other liabilities of the Acquired Business set forth on Section 1.1 of the Disclosure Schedule hereto.

     “ Data Room ” shall mean the electronic data room containing documents and material relating to the Acquired Business.

     “ DCS ” shall mean Dealer Computer Services, Inc., a Delaware corporation.

     “ DCS Customer Payment Amount ” shall mean the DCS Customer Payments for either the September 2006 or October 2006 invoice period, whichever amount is greater, which amount shall be determined as of January 31, 2007.

     “ DCS Customer Payments ” shall mean the aggregate amount of payments received by Seller or one of its Affiliates, Buyer, the Buying Parties or the Acquired Business from customers of Seller’s DCS business based on invoices made to such customers for the September 2006 or October 2006 invoice period.

     “ Designated Arbitrator ” shall have the meaning prescribed to such term in Section 3.2(b).

     “ Disclosed Contracts ” shall have the meaning prescribed to such term in Section 4.10.

     “ Disclosure Schedule ” shall mean the schedules to this Agreement, arranged in paragraphs corresponding to the sections and subsections contained in this Agreement.

     “ Employment Costs ” means the cost of employing the relevant employee(s) including but not limited to salary, wages, contractual and non-contractual remuneration and/or benefits, allowances, statutory sick pay, statutory maternity pay, holiday pay, commissions, bonuses or incentives (discretionary or otherwise), contributions with respect to net income, pension contributions, payments made under statute or regulations, and the cost of supplying the benefits of employment.

     “ Employment Liabilities ” means all claims, damages, compensation, awards, penalties, fines, interest, costs (including client/attorney indemnity costs), expenses and all other liabilities whatsoever arising from or connected with the employment of, or holding of offices or directorships by, the relevant persons or their termination of employment or such offices or directorships.

     “ Environmental Law ” shall mean all foreign, federal, state, and local statutes and regulations having the force of law and concerning pollution or protection of the environment, including all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any Hazardous Substances, materials, or wastes, chemical substances, or mixtures, pollutants, contaminants, toxic chemicals.

     “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations.

     “ Estimated Working Capital Value ” shall mean the amount of Twelve Million Six Hundred Sixty-One Thousand Dollars ($12,661,000).

     “ European Employees ” means the Relevant UK Employees and the employees of ProQuest Business Solutions UK and its subsidiaries.

     “ European Plans ” shall mean the Bell & Howell Limited 1971 Pension and Death Benefits Plan, the ProQuest Defined Contribution Pension Plan with Norwich Union, Group Personal Health Insurance Plan with Canada Life and Group Life Assurance Scheme with Canada Life.

     “ Exchange Rate ” shall mean the applicable exchange rate for converting the relevant foreign currency into U.S. currency that was used to calculate the Estimated Working Capital Value.

     “ Excluded Assets ” shall mean the following assets of either of the Retained Subsidiaries as of the Closing Date: (a) the equity interests or other Beneficial Interests in a Retained Subsidiary or any other Person other than ProQuest Business Solutions UK (and its Subsidiaries), (b) any and all of the assets, properties, rights and claims of a Retained Subsidiary that are not used primarily in or arise primarily out of the conduct of the Business, (c) the organizational documents, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance and existence of a Retained Subsidiary, (d) any refunds or credits with respect to Income Taxes attributable to periods through and including the Closing Date, (e) any of the rights of a Retained Subsidiary under this Agreement (or under any ancillary agreement between any Retained Subsidiary or its Affiliates on the one hand and a Buying Party or its Affiliates on the other hand entered into, on or after the date of this Agreement), and (f) the assets set forth on Section 1.2 of the Disclosure Schedule hereto.

     “ Excluded Liabilities ” shall mean the following liabilities of either of the Retained Subsidiaries as of the Closing Date: (a) any Funded Debt; (b) any liabilities for Income Taxes or Taxes other than Income Taxes incurred outside the ordinary course of business accruing on or prior to the Closing Date or, subject to Section 12.2, any Taxes associated with the transactions contemplated herein, except to the extent included in the calculation of Closing Working Capital

Value; (c) any liability relating to any Benefit Plan (other than with respect to the Stand-Alone Benefit Plans), including without limitation, any liability relating to any misfunding or underfunding thereunder; (d) other liabilities that do not relate to the conduct of the Business that is operated through the Retained Subsidiaries; (e) any Proceeding involving the Retained Subsidiaries and (f) any liabilities of Seller or its Affiliates arising out of the consummation of the Transactions.

     “ Existing Stock ” shall have the meaning prescribed to such term in Section 6.10(d).

     “ Federal Trade Commission Act ” shall mean the Federal Trade Commission Act of 1914, as amended, and the rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations.

     “ Financial Statements ” shall have the meaning prescribed to such term in Section 4.6.

     “ Foreign Assets ” shall mean the assets (including rights under Contracts and Leases and rights to enforce breaches thereof and rights to enforce infringement of rights with respect to Intellectual Property) owned by either of the Retained Subsidiaries that are used primarily in or arise primarily out of the conduct of the Business as of the Closing Date, including the capital stock of ProQuest Business Solutions UK and the other assets set forth on Section 1.3 of the Disclosure Schedule hereto; provided , however , that the Foreign Assets shall not include any Excluded Assets. For the avoidance of doubt, if an asset of a Retained Subsidiary is currently used in the operation of the Acquired Business and is required to operate the Acquired Business after the Closing Date and is not provided under the Transition Services Agreement or is not otherwise set forth on Section 1.2 of the Disclosure Schedule , such asset will be a Foreign Asset hereunder.

     “ Foreign Liabilities ” shall mean, as of the Closing Date, (a) all liabilities that are incurred by either of the Retained Subsidiaries with respect to the Acquired Business, (b) subject to Section 12.2, all liabilities for transfer, sales, use, and other Taxes other than Income Taxes arising in connection with the consummation of the Transactions, (c) all liabilities under the agreements, Contracts, Leases, licenses, and other arrangements constituting Foreign Assets or otherwise relating to the Foreign Assets, (d) all liabilities reflected in the Financial Statements or the Reference Statement as liabilities of the Business, and (e) all liabilities set forth in Section 1.4 of the Disclosure Schedule hereto; provided , however , that the Foreign Liabilities shall not include any Excluded Liabilities.

     “ Foreign Transfer ” shall have the meaning prescribed to such term in Section 2.1.

     “ Foreign Transfer Documents ” shall have the meaning prescribed to such term in Section 2.1.

     “ Forms ” shall have the meaning prescribed to such term in Section 8.1.

     “ Funded Debt ” shall mean all debt for borrowed money of the Acquired Business owed to any Affiliate or any bank or other financial institution, excluding trade accounts payable of any Acquired Entity and Monetized Future Billings.

     “ GAAP ” shall mean United States generally accepted accounting principles.

     “ Governmental Authority ” shall mean any foreign, federal, state, provincial or local governmental or regulatory commission, board, bureau, agency, court, arbitration tribunal or regulatory or administrative body.

     “ Group ” shall have the meaning prescribed to such term in Section 8.2(a).

     “ Hazardous Substances ” shall have the meaning of that term as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, at 42 U.S.C. Section 9601(14) (and any regulations promulgated thereunder).

     “ HSR Act ” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations.

     “ Income Taxes ” shall mean Taxes that are based on or related to net income.

     “ Indemnifying Party ” shall have the meaning prescribed to such term in Section 10.3.

     “ Indemnitees ” shall have the meaning prescribed to such term in Section 10.1(c).

     “ Initial Payment ” shall have the meaning prescribed to such term in Section 2.3.

     “ Intellectual Property ” means any of the following intellectual property that is used, whether owned or licensed by, the Acquired Business: (a) patents and patent applications, (b) trademarks, service marks, trade names, trade dress and domain names, together with the goodwill associated exclusively therewith, (c) copyrights, including copyrights in computer software and database rights, (d) rights in and to confidential and proprietary information, including any data or content contained within any product designed, manufactured, or distributed by the Acquired Business, rights in and to trade secrets and know-how, (e) rights in and to utility models, (f) right in and to customer lists and (g) registrations and applications for registrations of the foregoing, to the extent applicable.

     “ Knowledge ”, when used to qualify any representation or warranty, shall mean that such Party has no actual knowledge that such representation or warranty is not true and correct to the same extent as provided in the applicable representation or warranty. For the purpose of this definition, (a) the “actual knowledge” of Seller shall mean the actual present awareness of Alan Aldworth, Richard Surratt, Todd Buchardt, Andy Wyszkowski, Jerry Baracz and Michael Jacobs, and (b) the “actual knowledge” of Buyer shall mean the actual present awareness of Susan Marrinan and Martin Ellen.

     “ Law ” shall mean any foreign, federal, state or local law, statute, ordinance, regulation, rule, constitution, code, order or treaty of any Governmental Authority.

     “ Lease ” shall have the meaning prescribed to such term in Section 4.9(b).

     “ Leased Real Property ” shall have the meaning prescribed to such term in Section 4.9(b).

     “ Liens ” shall mean all liens, charges, security interests, pledges, mortgages or other material encumbrances (other than restrictions on transfer generally arising under the Securities Act or other applicable securities Laws).

     “ Loss ” shall mean any liability, expense (including reasonable attorney’s fees), loss, damage, obligation or responsibility; provided , however , Losses shall not include consequential damages, special damages, incidental damages, indirect damages, lost profits, punitive damages or similar items except for actual amounts paid to third parties for consequential damages, special damages, incidental damages, indirect damages, lost profits, punitive damages or similar items.

     “ Material Adverse Effect ” shall mean a material adverse effect on (a) the results of operations or financial condition of the Acquired Business taken as a whole, after taking into effect any insurance recoveries actually received by or paid to the Acquired Business, other than effects relating to (i) changes, effects, events, occurrences or circumstances that generally affect the United States or the global economy or the industries in which the Acquired Business or its customers operates, (ii) general economic, financial or securities market conditions in the United States or elsewhere, (iii) the execution, delivery or announcement of this Agreement or the announcement of the Transactions, (iv) changes in GAAP or legal requirements applicable to the Acquired Business, (v) changes in Laws or interpretations thereof by a Governmental Authority, (vi) changes, effects or events caused by or resulting from the taking of any action required or permitted by this Agreement or approved by Buyer or (vii) any outbreak or material escalation of hostilities in which the United States is involved or any act of terrorism within the United States or directed against its facilities or citizens wherever located or (b) the ability of Seller to consummate the Transactions or perform in all material respects its obligations hereunder.

     “ Maximum Amount ” shall have the meaning prescribed to such term in Section 10.1(b).

     “ Minimum Amount ” shall have the meaning prescribed to such term in Section 10.1(b).

     “ Monetized Future Billings ” shall mean such amount and computed in such a manner as calculated in accordance with the Financial Statements.

     “ Objection ” shall have the meaning prescribed to such term in Section 3.2(b).

     “ Objection Disputes ” shall have the meaning prescribed to such term in Section 3.2(b).

     “ Owned Real Property ” shall have the meaning prescribed to such term in Section 4.9(a).

     “ Party ” or “ Parties ” shall have the meaning set forth in the introductory paragraph of this Agreement.

     “ Permits ” shall mean licenses, permits or franchises issued by any Governmental Authority and other certificates, authorizations and approvals of any Governmental Authority.

     “ Permitted Liens ” shall mean all (a) Liens set forth on Section 1.5 of the Disclosure Schedule ; (b) Liens disclosed in the Financial Statements; (c) Liens for Taxes, assessments and other governmental charges not yet due and payable or, if due, (i) not delinquent or (ii) being

contested in good faith by appropriate proceedings during which collection or enforcement against the property is stayed; (d) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other like liens arising or incurred in the ordinary course of business in an aggregate amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000); (e) liens associated with original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business in an aggregate amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000); (f) with respect to any parcel of the Real Property: (i) easements, licenses, covenants, rights-of-way and other similar restrictions, including any other agreements or restrictions that are filed of record or otherwise set forth in a title insurance policy, title insurance commitment, abstract or other similar report or listing, (ii) any conditions that may be shown by a plat of survey or physical inspection of the Real Property and (iii) zoning, building and other similar restrictions, so long as none of (i), (ii) or (iii) materially prevent the current use of such Real Property substantially as currently used; and (g) other Liens, which would not reasonably be expected to have a Material Adverse Effect or a Buyer Material Adverse Effect, as applicable.

     “ Permitted Transactions ” shall have the meaning prescribed to such term in Section 6.1.

     “ Person ” shall mean any individual, firm, partnership, association, trust, corporation, joint venture, unincorporated organization, limited liability company, Governmental Authority or other entity.

     “ Pre-Closing Period ” shall have the meaning prescribed to such term in Section 8.2(a).

     “ Preliminary Statement ” shall have the meaning prescribed to such term in Section 3.1.

     “ Proceeding ” shall mean any action, suit or formal investigation.

     “ Proceeding Notice ” shall have the meaning prescribed to such term in Section 8.3.

     “ Proper Courts ” shall have the meaning prescribed to such term in Section 12.9.

     “ ProQuest Business Solutions UK ” shall mean ProQuest Business Solutions, Ltd., a company incorporated in England and Wales.

     “ ProQuest Business Solutions US ” shall mean ProQuest Business Solutions Inc., a Delaware corporation.

     “ Purchase Price ” shall have the meaning prescribed to such term in Section 2.2.

     “ Qualified Claims ” shall have the meaning prescribed to such term in Section 10.1(b).

     “ Real Property ” shall have the meaning prescribed to such term in Section 4.9(c).

     “ Reference Statement ” shall have the meaning prescribed to such term in Section 3.1.

     “ Relevant UK Employees ” means the employees of ProQuest UK Holdings, Ltd. who are assigned to the Business, each of whom is listed in Section 1.6 of the Disclosure Schedule and

any employee of ProQuest UK Holdings, Ltd. who is assigned to the Business and who has replaced a listed employee.

     “ Restrictions ” shall mean any transfer restrictions, proxies, voting agreements, agreements to sell or purchase and similar restrictions (other than restrictions on transfer generally arising under the Securities Act or other applicable securities Laws).

     “ Retained Employee ” means any employee of ProQuest UK Holdings, Ltd. who is not a Relevant UK Employee.

     “ Retained Names and Marks ” shall have the meaning prescribed to such term in Section 6.10(a).

     “ Retained Subsidiaries ” shall mean (a) ProQuest Information Access, Ltd., a Canadian corporation, and (b) ProQuest UK Holdings, Ltd., a company incorporated in England and Wales.

     “ Section 338(h) (10) Elections ” shall have the meaning prescribed to such term in Section 8.1.

     “ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations.

     “ Seller ” shall mean ProQuest Company, a Delaware corporation.

     “ Seller’s Auditors ” shall mean KPMG LLP.

     “ Seller Guarantees ” shall have the meaning prescribed to such term in Section 6.9.

     “ Seller Group Company ” shall have the meaning prescribed to such term in Section 8.8.

     “ Seller Indemnitees ” shall have the meaning prescribed to such term in Section 10.1(c).

     “ Sherman Act ” shall mean the Sherman Act of 1890, as amended, and the rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations.

     “ Stand-Alone Benefit Plans ” shall have the meaning prescribed to such term in Section 6.7(d).

     “ Stock ” shall have the meaning prescribed to such term in Section 2.1.

     “ Straddle Period ” shall have the meaning prescribed to such term in Section 8.2(a).

     “ Subsidiary ” or “ Subsidiaries ” of any Person shall mean any corporation, partnership, limited liability company or other legal entity in which such Person (either alone or through or together with any other Subsidiary), owns, directly or indirectly, 50% or more of the stock or other equity or ownership interests, the holder of which is generally entitled to elect a majority of the board of directors or other governing body of such legal entity.

     “ Superior Proposal ” shall mean an Acquisition Proposal made by a third party, which is on terms and conditions that a majority of the board of directors of the Seller determines in its good faith and consistent with the exercise of its fiduciary duties in accordance with Delaware law (after consultation with independent legal counsel and a financial advisor) to be more favorable to the Seller’s stockholders than the one contemplated by this Agreement, taking into account at the time of determination all legal, financial, regulatory and other aspects of the proposal and the ability of the Person making such proposal to consummate the transactions contemplated by such proposal.

     “ Supplemental Information ” shall have the meaning prescribed to such term in Section 6.12.

     “ Taxes ” shall mean any federal, state, provincial, local, territorial and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, real estate, excise, value added, estimated, stamp, withholding and any other taxes, duties or assessments, together with all interest, penalties and additions imposed with respect to such amounts.

     “ Tax Returns ” shall mean all federal, state, local, provincial and foreign tax returns, declarations, statements, reports, schedules, forms and information returns and any amended tax returns relating to Taxes (as they relate to the Acquired Business).

     “ Third Party Claim ” shall have the meaning prescribed to such term in Section 10.4.

     “ Termination Date ” shall mean December 28, 2006.

     “ Termination Fee ” shall have the meaning prescribed to such term in Section 11.3.

     “ Transactions ” shall mean the transactions contemplated by this Agreement.

     “ Transferee ” means the entity to whom the employment of the Relevant UK Employees shall be transferred pursuant to the TUPE Regulations.

     “ Transition Period ” shall have the meaning prescribed to such term in Section 6.7(a).

     “ Transferor ” means ProQuest UK Holdings, Ltd.

     “ TUPE Regulations ” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended).

     “ Transition Services Agreement ” shall have the meaning prescribed in Section 9.4.

     “ UK Assets ” shall mean the Foreign Assets excluding the capital stock of ProQuest Business Solutions UK transferred by ProQuest UK Holdings, Ltd. to the Buyer or the Buying Parties (as the case may be) pursuant to this Agreement.

     “ U.S. Companies ” shall mean (a) ProQuest Alison, Inc., a Florida corporation, and (b) ProQuest Business Solutions US.

     “ VAT ” means value added tax chargeable under VATA or under the Sixth Council Directive of the Council of European Communities (77/388/EEC) (the “ Directive ”) or under any rule, regulation, order or instrument authorized to be made by or under VATA or by or under the Directive or any identical or substantially similar tax which may replace such value added tax.

     “ VATA ” means the Value Added Tax Act 1994 of the United Kingdom.

ARTICLE II

TRANSACTIONS; PURCHASE PRICE

     2.1 Sale of Stock and Foreign Assets/Assumption of Foreign Liabilities . Subject to the satisfaction or waiver of the conditions set forth in Article VII, at the Closing and as of the Closing Date:

          (a) Seller shall sell, convey, assign and transfer to Buyer or the Buying Parties, and Buyer or the Buying Parties shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to all of the issued and outstanding capital stock of each of the U.S. Companies (collectively, the “ Stock ”); and

          (b) Seller shall cause the Retained Subsidiaries to sell, convey, assign and transfer to Buyer or the Buying Parties, and Buyer or the Buying Parties shall purchase, acquire and accept, the Foreign Assets (the “ Foreign Transfer ”), pursuant to the terms and conditions of this Agreement and the bills of sale, assignments, transfer documents and assumption of obligations agreements in the form attached hereto as Exhibit A in respect of the assets of ProQuest UK Holdings, Ltd. (including, for the avoidance of doubt, the capital stock of ProQuest Business Solutions UK) and Exhibit B in respect of the assets of ProQuest Information Access, Ltd. (collectively, the “ Foreign Transfer Documents ”); and

          (c) Buyer and the applicable Buying Parties shall assume, discharge and satisfy or cause one of its Subsidiaries to assume, discharge and satisfy, in accordance with their terms, the Foreign Liabilities.

     2.2 Purchase Price . The aggregate purchase price for the Stock and the Foreign Assets shall be Four Hundred Eighty Million Seven Hundred Twenty-Seven Thousand Dollars ($480,727,000) (the “ Base Price ”), subject to adjustment pursuant to Article III below (the “ Purchase Price ”).

     2.3 Payment of Purchase Price . At the Closing, Buyer shall pay to Seller in immediately available U.S. federal funds an amount equal to the Base Price (the “ Initial Payment ”).

     2.4 Purchase Price Allocation . Section 2.4 of the Disclosure Schedule sets forth the allocation of the consideration for the Stock and the Foreign Assets. In the event the Section 338(h)(10) Elections are made, Buyer will, at least twenty (20) days before the date on which the Forms are filed, provide the Seller with a proposed schedule of all required purchase price allocations for the assets of the U.S. Companies, which proposed schedule shall be subject to Seller’s approval not to be unreasonably withheld. Assuming no objection from Seller, Section

      2.4 of the Disclosure Schedule shall be deemed amended to include such purchase price allocations. Buyer and Seller agree that no party will take a position on any report, return, or other documents filed with any Governmental Authority or in any Proceeding that is in any manner inconsistent with Section 2.4 of the Disclosure Schedule , as amended.

ARTICLE III

ADJUSTMENTS TO PURCHASE PRICE

     3.1 Closing Working Capital Value Adjustment Calculation . Not later than seventy-five (75) days after the Closing Date, Buyer shall deliver to Seller a statement of the Closing Working Capital Value (the “ Preliminary Statement ”). The Preliminary Statement shall include Buyer’s calculation of Closing Working Capital Value. The Preliminary Statement shall be prepared on a consistent basis with the Financial Statements, generally accepted accounting principles, consistently applied, as modified by the reference statement set forth on Section 1.1 of the Disclosure Schedule (the “ Reference Statement ”).

     3.2 Closing Working Capital Final Determination .

          (a) If Seller indicates in writing its acceptance of the Preliminary Statement and of Buyer’s calculation of the Closing Working Capital Value, or fails to object thereto in accordance with Section 3.2(b), then Buyer’s calculation of the Closing Working Capital Value reflected in the Preliminary Statement shall be deemed to be the final Closing Working Capital Value.

          (b) Seller may indicate in writing its objection to the calculation of the Closing Working Capital Value by written notice to Buyer delivered within forty-five (45) days following delivery by Buyer of the Preliminary Statement (the “ Objection ”), which shall specify in detail any disputes or objections thereto (the “ Objection Disputes ”) and Seller’s proposed resolution of each such dispute. If proper Objection is timely delivered, then Seller and Buyer shall endeavor in good faith to resolve the Objection Disputes and to agree on a mutually acceptable calculation of the Closing Working Capital Value. If, within forty-five (45) days following delivery of the Objection, Seller and Buyer have not resolved all Objection Disputes and agreed to the Closing Working Capital Value, then Buyer and Seller shall engage one of the so-called “big-four” accounting firms (other than Seller’s Auditors or the auditors used by Buyer or its Affiliates), reasonably acceptable to Seller and Buyer (the “ Designated Arbitrator ”), to resolve any unresolved Objection Disputes. If the parties fail to agree upon a Designated Arbitrator, then the Designated Arbitrator shall be a firm of certified public accountants designated by the American Arbitration Association in New York, New York. The Designated Arbitrator shall be instructed to set forth a procedure which shall be acceptable to the Parties to provide for prompt resolution and make its determination in respect of the Closing Working Capital Value within thirty (30) days following its retention. The Closing Working Capital Value shall be determined in accordance with the Reference Statement. Each Party shall submit to the Designated Arbitrator and exchange with each other, on a schedule to be determined by the Designated Arbitrator, a proposed Closing Working Capital Value, together with a statement, including all supporting documents or other evidence upon which it relies, setting forth such Party’s explanation as to why its proposal is reasonable and appropriate. The Designated

Arbitrator, within fifteen (15) days of receiving such proposals and supporting documents, shall choose between the proposals, shall be limited to awarding only one of the proposals submitted and shall provide its decision to the Parties. The Designated Arbitrator’s determination shall be final and binding upon the parties hereto. All fees and costs of the Designated Arbitrator, if any, shall be paid by the Party whose Closing Working Capital Value is rejected by the Designated Arbitrator. The process set forth in this Section 3.2 shall be the exclusive remedy of the Parties for any disputes related to items reflected on the Preliminary Statement or covered by the calculation of the Closing Working Capital Value, whether or not the underlying facts and circumstances constitute a breach of any representations or warranties.

     3.3 Closing Working Capital Purchase Price Adjustments .

          (a) Following Closing, in accordance with Section 3.2, the Base Price will be increased or decreased as set forth below to arrive at the Purchase Price:

               (i) if the Closing Working Capital Value exceeds the Estimated Working Capital Value, the amount of such excess will be added to the Base Price; and

               (ii) if the Closing Working Capital Value is less than the Estimated Working Capital Value, the amount of such deficit will be subtracted from the Base Price.

          (b) Buyer shall be responsible for the payment to Seller of the amount, if any, by which the final Purchase Price as determined in accordance with Article III is increased from the Base Price. The Seller shall be responsible for the payment to Buyer of the amount, if any, by which the final Purchase Price as determined in accordance with Article III is decreased from the Base Price.

          (c) Any amount owing pursuant to Section 3.3(a) above shall bear interest from and including the Closing Date to, but excluding, the date of payment or delivery, as applicable, at a rate per annum equal to eight percent (8%), calculated daily on the basis of a year of three hundred sixty-five (365) days and the actual number of days elapsed.

          (d) Any amounts owing under this Section 3.3 shall be paid by Buyer or Seller, as the case may be, by wire transfer to the account or accounts specified by the payee(s) within five (5) Business Days following the final determination of the Closing Working Capital Value.

     3.4 DCS Customer Payment Adjustment . In addition to the adjustment in Section 3.3, the Base Price shall be decreased by an amount equal to the product of (x) 25 and (y) the amount by which the DCS Customer Payment Amount is less than One Million Two Hundred Thousand Dollars ($1,200,000). Five (5) Business Days after January 31, 2007, Buyer shall prepare and deliver to Seller a statement verifying the DCS Customer Payments and the DCS Customer Payment Amount. Such statement shall be certified by a financial officer of Buyer. Seller shall have the right for a thirty (30) day period following the statement from Buyer of the DCS Customer Payments and the DCS Customer Payment Amount to review the books and records of the Acquired Business relating to the DCS customers, and Buyer’s calculation of the DCS Customer Payment Amount and, to the extent Seller discovers any errors in Buyer’s calculation, Seller shall notify Buyer and such dispute shall be resolved in accordance with the

dispute procedures set forth in Section 3.2. To the extent that Buyer’s statement indicates there is an adjustment due to the Base Price in accordance with this Section 3.4, Seller shall pay the amount of such adjustment to Buyer within five (5) Business Days following the resolution of such adjustment amount.

     3.5 Cooperation . Following the Closing, Buyer shall and shall cause the Acquired Business and their officers, employees, consultants, accountants and agents to cooperate fully with Seller and its representatives in connection with the examination of the Preliminary Statement and to provide any information reasonably requested by Seller and its representatives in connection with any Objection Dispute or the calculation of the DCS Customer Payment Amount.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

     Except as set forth on the Disclosure Schedule, Seller hereby represents and warrants to Buyer, as of the date of this Agreement:

     4.1 Corporate Existence . Seller is a corporation validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own the Stock and the ownership interests of the Retained Subsidiaries. Each Acquired Entity is a corporation, validly existing and in good standing under the laws of the jurisdiction of its formation and has all necessary corporate power and authority to conduct its business as it is now conducting business and to own its assets (including the Foreign Assets), as such assets relate to the Acquired Business. Each Acquired Entity is legally qualified to transact business (including the Acquired Business) as a foreign corporation and is in good standing in each jurisdiction where the nature of its properties and the conduct of its business requires such qualification, except for those jurisdictions where the failure to so qualify or be in good standing would not reasonably be expected to have a Material Adverse Effect.

     4.2 Corporate Authority . This Agreement and the consummation of the Transactions have been duly authorized by all requisite corporate acts or proceedings of Seller prior to Closing, and Seller has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by Seller and, assuming due authorization execution and delivery hereof by Buyer, constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting or relating to the enforcement of creditors’ rights generally and general equitable principles, whether considered in a proceeding of law or in equity.

     4.3 Absence of Conflicts . Except as set forth on Section 4.3 of the Disclosure Schedule , the execution and delivery of this Agreement by Seller and the consummation by Seller and the Retained Subsidiaries of the Transactions will not (a) violate, conflict with or result in the breach of the certificate of incorporation or bylaws (or similar organizational documents) of the Seller, the Retained Subsidiaries or any Acquired Entity, (b) conflict with or

violate any Law or order, judgment or decree of any Governmental Authority applicable to the Seller, the Retained Subsidiaries or any Acquired Entity or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination or cancellation, modification or acceleration of, any Contract to which the Seller, any of the Retained Subsidiaries or any Acquired Entity is a party, except, in the case of clauses (b) and (c), as would not reasonably be expected to have a Material Adverse Effect.

     4.4 Acquired Entities .

          (a) Section 4.4(a) of the Disclosure Schedule sets forth for each Acquired Entity (i) its name and jurisdiction of formation, (ii) the authorized, issued and outstanding equity ownership interests of such entity, and (iii) the names of the holders thereof, and the number of ownership interests held by each such holder.

          (b) Each holder of the ownership interests of each Acquired Entity listed on Section 4.4(a) of the Disclosure Schedule has good and valid title to, and is the sole record and beneficial owner of, such ownership interests, free and clear of all Liens (except for Permitted Liens) and Restrictions.

          (c) All of the equity ownership interests of each Acquired Entity listed on Section 4.4(a) of the Disclosure Schedule have been validly issued, have been fully paid and are nonassessable. There are no outstanding options, warrants, agreements or other rights of any kind relating to the sale or issuance of additional shares of capital stock or other securities in, or of any securities convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock or other securities in any Acquired Entity.

     4.5 Governmental Approvals; Consents . No claim, legal action, suit, arbitration, governmental investigation or other legal or administrative Proceeding is pending or, to the Knowledge of Seller, threatened in writing against the Seller or the Acquired Business which would enjoin or delay the Transactions. Except as set forth on Section 4.3 of the Disclosure Schedule or as required by Antitrust Laws, no consent, approval, order or authorization of, license or permit from, notice to or registration, declaration or filing with any Governmental Authority or of any third party, is or has been required on the part of Seller, the Retained Subsidiaries or the Acquired Entities in connection with the execution and delivery of this Agreement or the consummation of the Transactions, except for such consents, approvals, orders or authorizations of, licenses or permits, filings or notices the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect or which have been obtained or which may be necessary as a result of any facts relating solely to Buyer or its Affiliates.

     4.6 Financial Statements .

          (a) Seller has heretofore delivered to Buyer the following financial statements for the Acquired Business (the “ Financial Statements ”) and copies thereof are attached hereto as Section 4.6(a) of the Disclosure Schedule :

                    (i) Audited consolidated balance sheets as of January 1, 2005 and December 31, 2005 and unaudited consolidated balance sheets as of July 1, 2006;

                    (ii) Audited consolidated statements of operations for the fiscal years ended January 1, 2005 and December 31, 2005 and unaudited consolidated statements of operations for the six month period ended July 1, 2006; and

                    (iii) Audited consolidated cash flow statements for the fiscal years ended January 1, 2005 and December 31, 2005 and unaudited consolidated cash flow statements for the six month period ended July 1, 2006.

          (b) Each balance sheet included in the Financial Statements fairly presents in all material respects the consolidated financial position of the Acquired Business as of the respective dates thereof, and the consolidated operations and cash flow statements included in the Financial Statements fairly present in all material respects the results of operations and the cash flows of the Acquired Business for the respective periods indicated therein, in accordance with GAAP (except for the absence of footnotes, the absence of year end adjustments in the interim period Financial Statements and excluding the Excluded Assets and Excluded Liabilities and the business conducted thereby).

     4.7 Absence of Changes . Except as contemplated or permitted by this Agreement or as reflected in the Financial Statements, since January 1, 2006 to the date hereof:

          (a) the Business has been conducted in all material respects in the ordinary course consistent with past practice; and

          (b) there has not occurred any change or event that has resulted in, or would reasonably be expected to have, a Material Adverse Effect.

     4.8 Title to Foreign Assets; Sufficiency of Assets . The Retained Subsidiaries have adequate title to, or a valid leasehold interest in (or other right to use) the Foreign Assets, free and clear of any Liens except Permitted Liens. The assets of the Acquired Business (as a whole), including the Foreign Assets, are sufficient to operate the Acquired Business as operated by Seller, the Acquired Entities and their Subsidiaries as of the date hereof, except to the extent of services to be provided by Seller or its Affiliates under the Transition Services Agreement or for the assets set forth on Section 4.8 of the Disclosure Schedule .

     4.9 Real Property .

          (a) Section 4.9(a) of the Disclosure Schedule lists all of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “ Owned Real Property ”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens.

          (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with

respect to the Foreign Assets (the “ Leased Real Property ”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “ Lease ”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Property.

          (c) The Owned Real Property and the Leased Real Property (collectively, the “ Real Property ”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effect.

     4.10 Contracts .

          (a) Except as set forth on Section 4.10 of the Disclosure Schedule , there are no outstanding Contracts (x) to which any Acquired Entity is a party or by which any Acquired Entity is bound or (y) that are included in the Foreign Assets that:

               (i) individually involve payment or receipt of more than Five Hundred Thousand Dollars ($500,000) by such Person;

               (ii) the loss of which would directly result in a decrease in revenue of the Acquired Business of more than Five Hundred Thousand Dollars ($500,000);

               (iii) consist of obligations for Funded Debt;

               (iv) provide for severance, change in control, stay or other similar special payments which will become payable as a result of the Transactions;

               (v) provide for severance payments more favorable to the recipient than provided by the applicable severance policy of the Acquired Business;

               (vi) involve written employment agreements involving compensation of Business Employees for services rendered or to be rendered, other than arrangements with Business Employees having base salaries less than One Hundred Twenty Five Thousand Dollars ($125,000) per year;

               (vii) consist of Contracts for the supply of products or services, involving annual payments in excess of Two Hundred Fifty Thousand Dollars ($250,000), which are required for the ongoing conduct of the Business following Closing and not reasonably available from another source;

               (viii) consist of Contracts between an Acquired Entity or Related Subsidiary, on one hand, and Seller or any of Seller’s other Affiliates that are not an Acquired Entity, on the other hand; and

               (ix) require the escrow by Seller of any Intellectual Property material to the ongoing operation of the Business.

Contracts required to be disclosed on Section 4.10 of the Disclosure Schedule are hereafter referred to as the “ Disclosed Contracts ”.

          (b) Each Disclosed Contract is valid and binding on the applicable Acquired Entity or Retained Subsidiary, and, to the Knowledge of Seller, is valid and binding on the other parties thereto, except as would not reasonably be expected to have a Material Adverse Effect. The applicable Acquired Entity or Retained Subsidiary that is a party to the Disclosed Contract and, to the Knowledge of Seller, the other parties thereto are not in default or breach under any such Disclosed Contract, and there are no pending claims affecting the Disclosed Contracts as of which the Acquired Business has written notice, except where such default, breach or claim would not reasonably be expected to have a Material Adverse Effect. No party to any contract listed in clause (vii) of Section 4.10(a) above, has provided a written notice to the Acquired Business that such party intends to terminate or amend in any material respect any such Contract.

     4.11 Litigation; Orders . Except as set forth on Section 4.11 of the Disclosure Schedule , there is no pending or, to the Knowledge of Seller, threatened legal or administrative Proceeding brought by or before any Governmental Authority against the Acquired Business or pursuant to which the Acquired Business or its assets or employees as they relate to the Acquired Business are the subject matter of such dispute. There is no judgment, order, injunction or decree imposed upon any Acquired Entity, or Retained Subsidiary by any Governmental Authority.

     4.12 Intangible Property Rights . Section 4.12 of the Disclosure Schedule sets forth a true and complete list of all patents and patent applications, registered trademarks and trademark applications, registered copyrights and copyright applications and domain names included in the Intellectual Property that are material to the operation of the Acquired Business as currently conducted. Section 4.12 of the Disclosure Schedule also lists all Persons, excluding customers of the Acquired Business, other than Seller or its Affiliates who to the Knowledge of Seller have a right to use any material Intellectual Property owned by the Acquired Business as a result of such Person’s participation in the development of such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each item of Intellectual Property that is material to the operation of the Business as currently conducted, an Acquired Entity or, with respect to items included as Foreign Assets, a Retained Subsidiary is the owner of the entire right, title and interest in and to such Intellectual Property or is validly licensed by the owner of such Intellectual Property to use such Intellectual Property in the conduct of the Business. Except as set forth on Section 4.11 of the Disclosure Schedule , to the Knowledge of the Seller, no Person is engaging in any activity that infringes any Intellectual Property of the Acquired Business that is material to the operation of the Business as currently conducted. To the Knowledge of Seller, no claim has been asserted to the Seller in writing that the use of any Intellectual Property in the operation of the Acquired Business infringes or violates any Intellectual Property rights of any third party. To the Knowledge of the Seller, the

consummation of the Transactions herein will not result in the release of any source code or termination of any source code escrow that is material to the operation of the Business. To the Knowledge of the Seller, the Acquired Business has been conducted in accordance with all material provisions of the Data Protection Act 1998 of the United Kingdom and all other applicable data protection legislation, regulations and codes of practice, including the maintenance of effective registrations and/or notifications. No written notice, allegation, complaint or claim has been received by the Seller alleging that any of the operations of the Acquired Business breach any relevant data protection legislation.

     4.13 Tax Matters . Except as set forth on Section 4.13 of the Disclosure Schedule :

          (a) Each of the Acquired Entities and Seller with respect to each of the Acquired Entities has filed, or caused to be filed, on a timely basis, all Tax Returns required to be filed, and such Tax Returns are true, correct and complete in all material respects. Without limiting the foregoing, none of such Tax Returns contains any return filing position with respect to an item of income, deduction or credit that would subject the Acquired Business to penalties under Section 6662 of the Code (or any corresponding provisions of state, local or foreign Tax Law). Each of the Acquired Entities or Seller with respect to any of the Acquired Entities has not entered into any “listed transactions” as defined in Section 1.6011-4(b)(2) of the Treasury Regulations, and has properly disclosed all reportable transactions as required by Section 1.6011-4 of the Treasury Regulations.

          (b) All Taxes (whether or not reflected on any Tax Return) due and owing by any of the Acquired Entities or Seller with respect to the Acquired Entities have been timely and fully paid or reserved for on the Financial Statements.

          (c) Each of the Acquired Entities has timely and properly withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party, including, but not limited to, amounts required to be withheld under Sections 1441 and 1442 of the Code, or any similar provision under state, local or foreign Tax Law.

          (d) Each of the Acquired Entities has filed or caused to be filed with the appropriate governmental entity all unclaimed property reports required to be filed and has remitted to the appropriate Governmental Authority all unclaimed property required to be remitted.

          (e) There are no Liens for Taxes (other than for current Taxes not yet due and payable) upon any assets of the Acquired Entities.

          (f) None of the Acquired Entities is a party to or bound by any Tax indemnity, Tax sharing or Tax allocation agreement or arrangement.

          (g) None of the Acquired Entities (i) has been a member of an “affiliated group” within the meaning of Section 1504 of the Code (other than the affiliated group of which Seller is the parent) and (ii) does not have any liability for the Taxes of any taxpayer under Treasury Regulation Section 1.1502-6 (or similar provision of state, local or foreign Tax Law) as transferee or successor, by contract or otherwise.

          (h) None of the U.S. Companies or their U.S. Subsidiaries has a permanent establishment in any foreign country, as defined in any applicable tax treaty or convention between the United States and such foreign country, or a presence in a foreign country that could subject any of the U.S. Companies or their U.S. Subsidiaries to Tax in such foreign country.

          (i) No federal, state, local or foreign Tax audits or administrative or judicial Tax proceedings are pending, threatened in writing or being conducted with respect to any of the Acquired Entities or Seller with respect to any of the Acquired Entities.

          (j) No director, officer or employee of Seller or any of the Acquired Entities, responsible for Tax matters expects any Governmental Authority to assess or impose any Taxes for any taxable period or periods for which a Tax Return has been filed. None of the Acquired Entities nor Seller with respect to any of the Acquired Entities has received from any Governmental Authority (including jurisdictions where any of the Acquired Entities has not filed a Tax Return) any (i) written notice indicating an intent to open an audit or other review; (ii) written request for information related to Tax matters; or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Governmental Authority.

          (k) None of the Acquired Entities or Seller with respect to any of the Acquired Entities has waived any statutes of limitation in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

          (l) True, correct and complete copies of all Tax Returns, Tax examination reports and statements of deficiencies assessed against, or agreed to with respect to, any of the Acquired Entities or Seller with respect to each of the Acquired Entities with respect to the last three (3) years with the Internal Revenue Service or any tax authority have been made available to Buyer.

          (m) None of the assets of any of the Acquired Entities has been financed with or directly or indirectly secures any debt the interest on which is tax-exempt under Section 103(a) of the Code.

          (n) None of the Acquired Entities will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (ii) adjustment pursuant to Section 481 of the Code; or (iii) prepaid amount received on or prior to the Closing Date.

          (o) The U.S. Companies are eligible entities for which a valid Section 338(h)(10) Election may be made.

     4.14 Labor Controversies . Except as described on Section 4.14 of the Disclosure Schedule , (a) there are no pending unfair labor practice charges, grievances or complaints or other Proceeding filed by or with any Governmental Authority based on the employment or termination of employment by the Acquired Business of any Business Employee or the termination of a consultant arrangement with the Acquired Business that would reasonably be

expected to have a Material Adverse Effect, (b) there is no labor strike, dispute, slowdown or work stoppage actually pending or, to the Knowledge of Seller, threatened in writing against the Acquired Business, and (c) no Acquired Entity is a party to, and with respect to the Business no Retained Subsidiary is party to a collective bargaining agreement, and no collective bargaining agreement relating to the Business Employees is currently being negotiated, nor has the Acquired Business made any representations, promises or commitments in writing which have not yet had effect and which would obligate the Acquired Business to vary the terms and conditions of employment for the Business Employees. Within the last six (6) months, neither the Seller nor any of its Affiliates (including the Transferor) has communicated in writing to any Governmental Authority or any employee, trade union or representative group any proposal to make any European Employee redundant, and neither Seller nor any of its Affiliates (including the Transferor) has adopted any written redundancy policy in respect of such European Employees.

     4.15 Employee Benefit Plans .

          (a) Section 4.15(a) of the Disclosure Schedule sets forth a list of material Benefit Plans covering all or a portion of the Business Employees. The Acquired Entities and the Retained Subsidiaries participate in the Benefit Plans set forth on Section 4.15(a) of the Disclosure Schedule maintained by Seller, and none of those Benefit Plans will cover Business Employees after the Closing Date, except as otherwise provided by the Transition Services Agreement or as required by Law.

          (b) Each Benefit Plan has been established and administered in accordance with its terms and in compliance with the applicable Laws, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

          (c) Except as set forth on Section 4.15(c) of the Disclosure Schedule , neither the execution and delivery of this Agreement, nor the consummation of the Transactions will (i) entitle any current or former employee of the Acquired Business to any increased or modified benefit or payment; (ii) increase the amount of compensation due to any such employee, consultant, officer or director; (iii) accelerate the vesting, payment or funding of any compensation, stock-based benefit, incentive or other benefit; (iv) result in any “parachute payment” under Section 280G of the Code (whether or not such payment is considered to be reasonable compensation for services rendered); or (v) cause any compensation to fail to be deductible under Section 162(m), or any other provision of the Code.

          (d) For the avoidance of doubt Sections 4.15(a) through Section 4.15(c) shall not apply to or in respect of the European Plans. Section 4.15(e) through Section 4.15(h) shall apply to and in respect of the European Plans.

          (e) Other than as set forth on Section 4.15(a) of the Disclosure Schedule , or as otherwise required or provided by the social security system of the relevant jurisdiction, in respect of the European Employees there are no obligations or contingent obligations in relation to, or practice of making payments to, any pension plan or other arrangement providing benefits on retirement, cessation of employment, ill-health, injury, death, accident or disability and no announcement or proposal has been made to enter into or establish any such plan or arrangement or practice.

          (f) The material terms of the European Plans have been made available to the Buyer.

          (g) To the Knowledge of Seller, ProQuest UK Holdings, Ltd. and ProQuest Business Solutions UK and its Subsidiaries hav