REMITTING
PARTY FOR ITS SHARE OF SUCH PROPERTY TAXES UPON WRITTEN NOTICE FROM SUCH PAYING
PARTY; PROVIDED, THAT NEITHER PURCHASERS NOR ANY PURCHASER DESIGNEE SHALL BE
REQUIRED TO MAKE ANY PAYMENT WITH RESPECT TO PREPAID PROPERTY TAXES DESCRIBED IN
SECTION 2.1(E).
ANY REFUND OF PROPERTY TAXES WHICH ARE SUBJECT TO THIS SECTION
7.5(C) SHALL BE ALLOCATED BETWEEN THE SELLERS AND THE PURCHASERS IN A MANNER
CONSISTENT WITH THE FOREGOING.
(D)
THE PURCHASERS AND THE SELLERS SHALL FURNISH OR CAUSE TO BE
FURNISHED TO EACH OTHER, AS PROMPTLY AS REASONABLY PRACTICABLE, SUCH INFORMATION
IN THEIR POSSESSION AND ASSISTANCE RELATING TO THE PURCHASED ASSETS AND THE
ASSUMED LIABILITIES AS IS REASONABLY NECESSARY FOR THE PREPARATION AND FILING OF
ANY TAX RETURN, CLAIM FOR REFUND OR OTHER FILINGS RELATING TO TAX MATTERS, OR IN
CONNECTION WITH ANY TAX AUDIT OR OTHER TAX PROCEEDING.
(E)
IN THE EVENT THAT ANY FUNDED INDIA TRANSFER PRICING TAX (NOT
INCLUDING ANY ADDITIONAL FUNDED INDIA TRANSFER PRICING TAX) IS RETURNED OR
REFUNDED TO SPHERIS INDIA OR SPHERIS INDIA RECEIVES A TAX OR OTHER CREDIT IN
RESPECT THEREOF, PURCHASERS SHALL PROMPTLY (AND IN ANY EVENT WITHIN THREE (3)
BUSINESS DAYS) PAY TO SELLERS BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS,
AN AMOUNT EQUAL TO SUCH RETURNED, REFUNDED OR CREDITED AMOUNT.
ARTICLE VIII
TERMINATION OF AGREEMENT
SECTION 8.1
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED AT ANY
TIME PRIOR TO THE CLOSING:
(A)
BY MUTUAL WRITTEN CONSENT OF THE SELLERS AND THE PURCHASERS;
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(B)
BY EITHER THE SELLERS OR THE PURCHASERS, IF THE CLOSING HAS
NOT OCCURRED ON OR PRIOR TO THE OUTSIDE DATE, PROVIDED THAT THE FAILURE OF THE
CLOSING TO OCCUR ON OR PRIOR TO THE OUTSIDE DATE IS NOT A RESULT OF OR CAUSED BY
THE TERMINATING PARTY'S MATERIAL BREACH OF THIS AGREEMENT;
(C)
BY THE PURCHASERS, IN THE EVENT (1) OF ANY INACCURACY IN ANY
OF THE SELLERS' REPRESENTATIONS OR WARRANTIES CONTAINED IN THIS AGREEMENT OR ANY
BREACH OF ANY OF THE SELLERS' COVENANTS OR AGREEMENTS CONTAINED IN THIS
AGREEMENT WHICH, INDIVIDUALLY OR IN THE AGGREGATE WITH ALL OTHER SUCH
INACCURACIES AND BREACHES, (I) WOULD RESULT IN A FAILURE OF A CONDITION SET
FORTH IN SECTION 6.1, AND (II) IS EITHER INCAPABLE OF BEING CURED OR, IF CAPABLE
OF BEING CURED, IS NOT CURED IN ALL MATERIAL RESPECTS WITHIN THE EARLIER OF (X)
THIRTY (30) CALENDAR DAYS AFTER WRITTEN NOTICE THEREOF AND (Y) THE OUTSIDE DATE;
PROVIDED, THAT PURCHASERS SHALL NOT HAVE THE RIGHT TO TERMINATE THIS AGREEMENT
UNDER THIS SECTION 8.1(C) AT A TIME WHEN THE SELLERS HAVE (OR WOULD HAVE AFTER
THE PASSAGE OF TIME) THE RIGHT TO TERMINATE THIS AGREEMENT UNDER SECTION 8.1(D)
OR SECTION 8.1(K) OR (2) SINCE THE DATE OF THIS AGREEMENT, A MATERIAL ADVERSE
EFFECT (AS DETERMINED ON THE DATE OF SUCH TERMINATION) SHALL HAVE OCCURRED AND
BE CONTINUING, PROVIDED THAT PURCHASERS MAY NOT TERMINATE THIS AGREEMENT UNDER
THIS SECTION 8.1(C)(2) UNTIL AFTER THE OUTSIDE DATE (WITHOUT REGARD TO THE
PROVISO IN THE DEFINITION THEREOF);
(D)
BY THE SELLERS,