THE SALE ORDER).
(C)
THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH SELLER OF
THIS AGREEMENT DOES NOT, AND THE CONSUMMATION BY EACH SELLER OF THE TRANSACTION,
UPON ENTRY OF THE SALE ORDER WILL NOT, (I) CONFLICT WITH OR RESULT IN THE BREACH
OF ANY PROVISION OF THE ORGANIZATIONAL DOCUMENTS OF ANY SPHERIS ENTITY, (II)
CONFLICT WITH, VIOLATE OR RESULT IN THE BREACH BY ANY SPHERIS ENTITY OF ANY
APPLICABLE LAW, (III) REQUIRE ANY SPHERIS ENTITY TO MAKE ANY FILING WITH OR GIVE
NOTICE TO, OR OBTAIN ANY CONSENT FROM, ANY GOVERNMENTAL AUTHORITY, OTHER THAN
THE SALE ORDER AND, IF REQUIRED, ANY CLEARANCE UNDER THE HART-SCOTT-RODINO
ANTITRUST IMPROVEMENT ACT OF 1976, AS AMENDED (THE "HSR ACT"), (IV) CONFLICT
WITH, VIOLATE, RESULT IN THE BREACH OR TERMINATION OF OR THE LOSS OF A BENEFIT
UNDER, OR CONSTITUTE (WITH OR WITHOUT NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT
(OR GIVE RISE TO ANY RIGHT OF TERMINATION, CANCELLATION, PAYMENT OR
ACCELERATION) OR ADVERSE MODIFICATION OF ANY TERMS OR RIGHTS UNDER, ANY
CONTRACT, LEASE OR PERMIT (SUBJECT, IN THE CASE OF THE ASSUMPTION AND ASSIGNMENT
TO MEDQUIST OR ANY MEDQUIST DESIGNEE OF ANY ASSUMED CONTRACT OR ASSUMED LEASE OR
PERMIT THAT BY ITS TERMS REQUIRES CONSENT TO ASSIGNMENT, TO THE ENTRY OF THE
SALE ORDER AND THE TERMS AND CONDITIONS OF THIS AGREEMENT), OR (V) RESULT IN ANY
ENCUMBRANCE ON ANY OF THE PURCHASED ASSETS OR SPHERIS INDIA CAPITAL STOCK (OTHER
THAN A PERMITTED ENCUMBRANCE); OTHER THAN, IN THE CASE OF THE FOREGOING
SUBCLAUSES (IV) AND (V), ANY OF THE FOREGOING THAT WOULD NOT, INDIVIDUALLY OR IN
THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
(D)
AS OF THE DATE OF THIS AGREEMENT, THERE IS NOT PENDING OR, TO
THE KNOWLEDGE OF THE SELLERS, THREATENED, AN ACTION AGAINST A SPHERIS ENTITY
THAT INDIVIDUALLY OR IN THE AGGREGATE WOULD CONSTITUTE A MATERIAL ADVERSE
EFFECT.
(E)
OTHER THAN (I) THE PURCHASERS, (II) PURSUANT TO ANY BIDS MADE
BY ANY PERSON IN CONNECTION WITH THE AUCTION, OR (III) PRIOR TO THE CLOSING
DATE, ANY SPHERIS ENTITY, NO PERSON HAS ANY WRITTEN OR ORAL AGREEMENT OR OPTION,
RIGHT OF FIRST REFUSAL, RIGHT OF FIRST OFFER, RIGHT OF FIRST NEGOTIATION OR
SIMILAR RIGHT FOR THE PURCHASE, SALE OR OTHER DISPOSITION OF ALL OR ANY OF THE
PURCHASED ASSETS OR SPHERIS INDIA CAPITAL STOCK.
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(F)
SCHEDULE 4.1(F) OF THE DISCLOSURE LETTER SETS FORTH A
COMPLETE AND ACCURATE LIST OF ALL LEASES, SUBLEASES AND OTHER SIMILAR OCCUPANCY
CONTRACTS, INCLUDING ALL AMENDMENTS IN RESPECT OF REAL PROPERTY TO WHICH ANY
SPHERIS ENTITY IS A PARTY (WHETHER AS LESSEE OR LESSOR) (COLLECTIVELY, THE
"LEASED REAL PROPERTY").
NO SPHERIS ENTITY OWNS ANY REAL PROPERTY OR OCCUPIES
ANY REAL PROPERTY OTHER THAN THE LEASED REAL PROPERTY, EXCEPT IN ACCORDANCE WITH
THE AGREEMENTS SET FORTH ON SCHEDULE 4.1(F).
NO PERSON THAT IS NOT A SPHERIS
ENTITY HAS ANY RIGHT TO POSSESS, USE OR OCCUPY THE LEASED REAL PROPERTY.
A
SPHERIS ENTITY HAS (X) A VALID LEASEHOLD INTEREST IN THE LEASED REAL PROPERTY,
(Y) VALID