EXISTING, AND, TO THE KNOWLEDGE OF THE SELLERS,
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THERE IS NOT THREATENED ANY MATERIAL CHARGE, GRIEVANCE PROCEEDING OR OTHER CLAIM
AGAINST ANY SPHERIS ENTITY (OR ANY DIRECTOR, OFFICER, MANAGER OR EMPLOYEE
THEREOF) RELATING TO THE ACTUAL OR ALLEGED VIOLATION OF ANY APPLICABLE LAW
PERTAINING TO LABOR RELATIONS OR EMPLOYMENT MATTERS, INCLUDING ANY CHARGE OR
COMPLAINT FILED BY AN EMPLOYEE OR UNION WITH THE NATIONAL LABOR RELATIONS BOARD,
THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR ANY COMPARABLE GOVERNMENTAL
AUTHORITY.
EACH EMPLOYEE OF A SPHERIS ENTITY THAT IS A MEDICAL TRANSCRIPTIONIST
OR EDITOR OR OTHERWISE HAS ACCESS TO PROTECTED INFORMATION HAS ACKNOWLEDGED IN
WRITING TO A SPHERIS ENTITY THAT HE OR SHE HAS UNDERGONE TRAINING WITH RESPECT
TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT, AS AMENDED
("HIPAA"), AND COMPLIES WITH HIPAA IN HIS OR HER EMPLOYMENT IN ALL MATERIAL
RESPECTS.
TO THE KNOWLEDGE OF SELLERS, NO SELLER HAS A MATERIAL CLAIM, WHETHER
ASSERTED OR UNASSERTED, AGAINST ANY CURRENT EMPLOYEE OF A SPHERIS ENTITY OR ANY
FORMER EMPLOYEE OF SPHERIS INDIA.
(X)
NO SPHERIS ENTITY HAS BEEN, NOR IS ANY NOW, A PARTY TO ANY
COLLECTIVE BARGAINING AGREEMENT, UNION RECOGNITION AGREEMENT OR OTHER LABOR
CONTRACT.
AS OF THIS DATE OF THIS AGREEMENT, THERE IS NOT PENDING OR EXISTING,
AND TO THE KNOWLEDGE OF THE SELLERS, THERE IS NOT THREATENED, ANY STRIKE,
SLOWDOWN, PICKETING, WORK STOPPAGE OR EMPLOYEE GRIEVANCE PROCESS INVOLVING ANY
SPHERIS ENTITY.
TO THE KNOWLEDGE OF THE SELLERS, THERE IS NO ORGANIZATIONAL
ACTIVITY OR OTHER LABOR DISPUTE AGAINST ANY SPHERIS ENTITY, AND NO APPLICATION
OR PETITION FOR AN ELECTION OF OR FOR CERTIFICATION OF A COLLECTIVE BARGAINING
AGENT IS PENDING.
THERE IS NOT CURRENTLY IN EFFECT ANY LOCK-OUT, RELATING TO A
LABOR DISPUTE, BY ANY SPHERIS ENTITY OF ANY EMPLOYEE (OR GROUP THEREOF), AND NO
SUCH ACTION IS CONTEMPLATED BY ANY SPHERIS ENTITY.
(Y)
ASSUMING PURCHASERS' COMPLIANCE WITH SECTION 5.11 OF THIS
AGREEMENT, EACH SPHERIS ENTITY HAS IN ALL MATERIAL RESPECTS COMPLIED, AND IS IN
MATERIAL COMPLIANCE, WITH ALL LAWS AND REGULATIONS IN RESPECT OF WAGES AND
EMPLOYMENT (INCLUDING, WITHOUT LIMITATION, THE WORKER ADJUSTMENT AND RETRAINING
NOTIFICATION ACT ("WARN") AND ALL SIMILAR STATE, LOCAL AND FOREIGN LAWS).
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH INDIVIDUAL WHO RENDERS
SERVICES TO ANY SPHERIS ENTITY WHO IS CLASSIFIED BY SUCH SPHERIS ENTITY AS
HAVING THE STATUS OF AN INDEPENDENT CONTRACTOR OR OTHER NON-EMPLOYEE STATUS FOR
ANY PURPOSE (INCLUDING FOR PURPOSES OF TAXATION AND TAX REPORTING AND UNDER U.S.
BENEFIT PLANS AND FOREIGN BENEFIT PLANS) IS PROPERLY SO CHARACTERIZED, OTHER
THAN AS WOULD, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
(Z)
SPHERIS INDIA HAS IN RESPECT OF EACH OF ITS EMPLOYEES
COMPLIED IN ALL MATERIAL RESPECTS WITH ITS OBLIGATIONS UNDER APPLICABLE LAW.
SPHERIS INDIA HAS MADE ALL MATERIAL PAYMENTS DUE IN RESPECT OF SALARIES, WAGES,
COMMISSIONS, BONUSES, PROVIDENT FUND, PENSION, RETIREMENT BENEFITS, GRATUITY,
LAYOFF, LEAVE ENCASHMENT, OVER TIME PAY, MEDICAL AND WORKMEN'S COMPENSATION AND
ANY OTHER COMPENSATION ELEMENT FORMING PART OF THE COMPENSATION PACKAGE WITH
RESPECT TO THE EMPLOYEES OR