RIGHT TO TRANSFER OR ASSIGN (TOGETHER WITH THE
INTELLECTUAL PROPERTY RIGHTS OF SPHERIS INDIA ACQUIRED UNDER SECTION 2.3, THE
"PURCHASED INTELLECTUAL PROPERTY");
(K)
ALL GOODWILL ASSOCIATED WITH THE BUSINESS OF THE SPHERIS
ENTITIES;
(L)
ANY AND ALL INSURANCE PROCEEDS, CONDEMNATION AWARDS OR OTHER
COMPENSATION IN RESPECT OF LOSS OR DAMAGE TO ANY PURCHASED ASSET SUBJECT TO
SECTION 5.1(M) TO THE EXTENT OCCURRING AFTER THE DATE HEREOF BUT PRIOR TO THE
CLOSING, AND ALL RIGHT AND CLAIM OF THE SELLERS TO ANY SUCH INSURANCE PROCEEDS,
CONDEMNATION AWARDS OR OTHER COMPENSATION NOT PAID BY THE CLOSING;
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(M)
ALL OTHER ASSETS, INVENTORY, PROPERTIES, AND RIGHTS USED OR HELD
FOR USE BY THE SELLERS IN CONNECTION WITH THE BUSINESS OF THE SPHERIS ENTITIES;
(N)
ANY LEASE SECURITY DEPOSIT THAT HAS NOT BEEN RETURNED TO
SELLERS AS CONTEMPLATED BY SECTION 5.13(A) (EACH, A "PURCHASED LEASE SECURITY
DEPOSIT"); AND
(O)
OTHER THAN AS SET FORTH IN SECTION 2.2(A), ALL RIGHTS, CLAIMS,
ACTIONS, REFUNDS, CAUSES OF ACTION, CHOSES IN ACTION, ACTIONS, SUITS OR
PROCEEDINGS, RIGHTS OF RECOVERY, RIGHTS OF SETOFF, RIGHTS OF RECOUPMENT, RIGHTS
OF INDEMNITY OR CONTRIBUTION AND OTHER SIMILAR RIGHTS (KNOWN AND UNKNOWN,
MATURED AND UNMATURED, ACCRUED OR CONTINGENT, REGARDLESS OF WHETHER SUCH RIGHTS
ARE CURRENTLY EXERCISABLE) AGAINST ANY PERSON, INCLUDING ALL WARRANTIES,
REPRESENTATIONS, GUARANTEES, INDEMNITIES AND OTHER CONTRACTUAL CLAIMS (EXPRESS,
IMPLIED OR OTHERWISE) TO THE EXTENT RELATED TO THE PURCHASED ASSETS OR THE
ASSUMED LIABILITIES.
SECTION 2.2
EXCLUDED ASSETS.
(A)
NOTHING HEREIN CONTAINED SHALL BE DEEMED TO SELL, TRANSFER,
ASSIGN, CONVEY OR DELIVER THE EXCLUDED ASSETS TO MEDQUIST OR ANY AFFILIATE OF
MEDQUIST, AND THE SELLERS SHALL RETAIN ALL RIGHT, TITLE AND INTEREST TO, IN AND
UNDER THE EXCLUDED ASSETS, AND NEITHER MEDQUIST NOR ANY AFFILIATE OF MEDQUIST
SHALL HAVE ANY LIABILITY THEREFOR.
"EXCLUDED ASSETS" SHALL MEAN THE FOLLOWING
ASSETS, PROPERTIES AND RIGHTS OF THE SELLERS:
(I)
ANY AND ALL RIGHTS OF THE SELLERS UNDER THIS AGREEMENT OR
ANY OTHER AGREEMENT BY AND BETWEEN ANY SELLER AND ANY PURCHASER;
(II)
ALL AVOIDANCE CLAIMS OR CAUSES OF ACTION AVAILABLE TO THE
SELLERS UNDER CHAPTER 5 OF TITLE 11, INCLUDING SECTIONS 544, 545, 547, 548, 549,
550 AND 553 OF THE BANKRUPTCY CODE;
(III)
THE EXCLUDED AGREEMENTS AND ANY AND ALL RIGHTS THEREUNDER AND
PREPAID ASSETS RELATED THERETO;
(IV)
ANY PREPAID PROPERTY TAX ATTRIBUTABLE TO PRE-CLOSING TAX
PERIODS, AND ANY REFUND OF TAXES THAT ARE NOT ASSUMED LIABILITIES;
(V)
ALL RIGHTS OF SELLERS IN AND TO THE ESCROW ACCOUNTS;
(VI)
ANY CLAIM, DEPOSIT, PREPAYMENT, REFUND, SUIT, CAUSE OF ACTION,
CHOSE IN ACTION, RIGHT OF RECOVERY, RIGHT OF SETOFF AND RIGHT OF RECOUPMENT OR
SIMILAR RIGHT OF A SELLER (A) AGAINST, OR RECEIVABLE FROM, ANY SELLER OR SPHERIS
HOLDING III OR ANY AFFILIATE (OTHER THAN SPHERIS INDIA) OF THE FOREGOING
(INCLUDING AGAINST ANY DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF THE FOREGOING),
(B) AGAINST, OR RECEIVABLE FROM, ANY INSURANCE POLICY BY OR FOR THE BENEFIT OF A
PERSON OR ENTITY DESCRIBED IN THE FOREGOING SUBCLAUSE (A) OR (C) ARISING OUTSIDE
OF THE ORDINARY COURSE OF THE