FOREGOING.
SECTION 5.2
CLOSING DOCUMENTS.
THE PARTIES SHALL PROCEED DILIGENTLY AND IN
GOOD FAITH TO ATTEMPT TO SETTLE, ON OR BEFORE THE CLOSING DATE OR SUCH EARLIER
DATE AS MAY BE EXPRESSLY SET FORTH HEREIN, THE CONTENTS OF ALL CLOSING DOCUMENTS
TO BE EXECUTED AND DELIVERED BY THE SELLERS AND THE PURCHASERS.
SECTION 5.3
MATTERS REQUIRING NOTICE.
(A)
THE SELLERS SHALL, PROMPTLY AND IN ANY EVENT WITHIN FIVE (5)
BUSINESS DAYS OF RECEIPT THEREOF, PROVIDE TO THE PURCHASERS A COPY OF ANY
NOTICES OF ANY MATERIAL BREACH OR DEFAULT THAT ANY SPHERIS ENTITY RECEIVES IN
RESPECT OF ANY CONTRACT, OR ANY NOTICES THAT IT RECEIVES WITH RESPECT TO ANY
PERMIT FROM A GOVERNMENTAL AUTHORITY, ANY NOTICES OF A MATERIAL BREACH OR
DEFAULT UNDER ANY CONTRACT THAT ANY SPHERIS ENTITY SENDS TO ANOTHER PERSON, IN
EITHER CASE AFTER THE DATE OF THIS AGREEMENT.
EXCEPT AS PROHIBITED BY
APPLICABLE LAW, THE SELLERS SHALL ALSO PROMPTLY (AND IN ANY EVENT WITHIN TWO (2)
BUSINESS DAYS OF RECEIPT OR DELIVERY) PROVIDE PURCHASERS WITH ANY CORRESPONDENCE
IN RESPECT OF ADDITIONAL FUNDED INDIA TRANSFER PRICING TAX RECEIVED BY THE
-35-
SPHERIS ENTITIES FROM ANY INDIAN TAXING AUTHORITY OR DELIVERED TO ANY INDIAN
TAXING AUTHORITY BY THE ANY SPHERIS ENTITY, AND USE REASONABLE EFFORTS TO NOTIFY
THE PURCHASERS IN ADVANCE OF PAYING ANY ADDITIONAL FUNDED INDIA TRANSFER PRICING
TAX.
(B)
THE SELLERS, ON THE ONE HAND, AND THE PURCHASERS, ON THE OTHER
HAND, SHALL PROMPTLY NOTIFY THE OTHER OF:
(I)
ANY NOTICE OR OTHER COMMUNICATION RECEIVED BY ANY SPHERIS
ENTITY, IN THE CASE OF THE SELLERS, OR PURCHASERS, IN THE CASE OF THE
PURCHASERS, FROM ANY PERSON ALLEGING THAT THE CONSENT OF SUCH PERSON IS OR MAY
BE REQUIRED IN CONNECTION WITH THE TRANSACTION;
(II)
ANY INACCURACY OF ANY REPRESENTATION OR WARRANTY OF SUCH
PARTY CONTAINED IN THIS AGREEMENT AT ANY TIME THAT WOULD MAKE SUCH
REPRESENTATION OR WARRANTY FALSE IN ANY MATERIAL RESPECT; AND
(III)
ANY BREACH OF ANY COVENANT OR AGREEMENT OF SUCH PARTY
CONTAINED IN THIS AGREEMENT AT ANY TIME.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,
DELIVERY OF ANY NOTICE PURSUANT TO SECTION 5.3(B) AND ANY ACCESS TO OR PROVISION
OF INFORMATION (INCLUDING PURSUANT TO SECTION 5.5) SHALL NOT MODIFY ANY OF THE
REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS OF THE PARTIES (OR RIGHTS
OR REMEDIES WITH RESPECT THERETO) OR THE CONDITIONS TO THE OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT.
(D)
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN
NO EVENT SHALL ANY SELLER BE OBLIGATED TO PROVIDE ANY NAME OF A CUSTOMER (OR
OTHER INFORMATION THAT COULD IDENTIFY A CUSTOMER) OF THE SELLERS OR ANY CUSTOMER
SPECIFIC PRICING INFORMATION TO THE PURCHASERS.
SECTION 5.4
ASSETS HELD BY AFFILIATES OF SELLERS.
TO THE EXTENT THAT
ANY OTHER PERSON THAT IS AN AFFILIATE OF A SELLER OWNS ANY ASSETS THAT WOULD BE
A PURCHASED ASSET IF A SELLER OWNED SUCH ASSETS, THE SELLERS SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH PERSON TO PROMPTLY TRANSFER SUCH
ASSET, PROPERTY OR RIGHT TO