NOW BEING CONDUCTED.
(B)
EACH PURCHASER HAS ALL REQUISITE POWER AND AUTHORITY TO
EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER
(SUBJECT, IN THE CASE OF THE OBLIGATION TO
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carry out the Transaction, to the entry of the Sale Order).
The execution,
delivery and performance by each Purchaser of this Agreement and the
consummation of the Transaction have been duly and validly authorized by all
requisite corporate action on the part of each Purchaser, and no other corporate
proceeding on the part of either Purchaser is necessary to authorize this
Agreement and to consummate the Transaction.
This Agreement has been duly and
validly executed and delivered by each Purchaser and (assuming the due
authorization, execution and delivery by all parties hereto and thereto other
than the Purchasers) constitutes (or will constitute) valid and binding
obligations of each Purchaser, enforceable against each Purchaser in accordance
with its terms (subject, in the case of the obligation to carry out the
Transaction, to the entry of the Sale Order).
(C)
THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH PURCHASER OF
THIS AGREEMENT DOES NOT, AND THE CONSUMMATION BY EACH PURCHASER OF THE
TRANSACTION WILL NOT REQUIRE ANY PURCHASER 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 HSR ACT.
(D)
NO PURCHASER HAS INCURRED ANY LIABILITY FOR BROKERAGE OR
FINDERS' FEES OR AGENTS' COMMISSIONS OR OTHER SIMILAR PAYMENT IN CONNECTION WITH
THE TRANSACTION THAT WOULD BE PAYABLE BY ANY SPHERIS ENTITY (A "PURCHASER BROKER
FEE").
(E)
EACH PURCHASER ACKNOWLEDGES AND AFFIRMS THAT IT HAS COMPLETED
ITS OWN INDEPENDENT INVESTIGATION, ANALYSIS AND EVALUATION OF THE PURCHASED
ASSETS AND SPHERIS INDIA, THAT IT HAS MADE ALL SUCH REVIEWS AND INSPECTIONS OF
THE PURCHASED ASSETS AND SPHERIS INDIA AS IT DEEMS NECESSARY AND APPROPRIATE,
AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND CONSUMMATE THE
TRANSACTION, IT HAS RELIED ON ITS OWN INVESTIGATION, ANALYSIS, AND EVALUATION
WITH RESPECT TO ALL MATTERS WITHOUT RELIANCE UPON ANY EXPRESS OR IMPLIED
REPRESENTATIONS OR WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
(F)
EACH PURCHASER WILL HAVE, AT THE CLOSING, THE RESOURCES AND
CAPABILITIES (FINANCIAL OR OTHERWISE) TO PERFORM ITS OBLIGATIONS HEREUNDER,
INCLUDING, IN THE CASE OF MEDQUIST, SUFFICIENT FUNDS AVAILABLE TO PAY THE
PURCHASER TERMINATION FEE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
MEDQUIST HAS NOT INCURRED ANY OBLIGATION, COMMITMENT, RESTRICTION OR LIABILITY
OF ANY KIND THAT WOULD MATERIALLY IMPAIR MEDQUIST'S ABILITY TO SATISFY ITS
PAYMENT AND FUNDING OBLIGATIONS UNDER THIS AGREEMENT.
AS OF THE DATE OF THIS
AGREEMENT, MEDQUIST HAS SUFFICIENT FUNDS AVAILABLE TO PAY THE PURCHASER
TERMINATION FEE.
ARTICLE V
COVENANTS
SECTION 5.1
INTERIM COVENANTS OF THE SELLERS.
BETWEEN THE DATE
HEREOF AND THE CLOSING DATE, EXCEPT AS REQUIRED BY THIS AGREEMENT OR THE SALE
PROCEDURES ORDER, OR APPLICABLE LAW, OR WITH THE PRIOR WRITTEN CONSENT OF
PURCHASERS, SELLERS SHALL CONDUCT THE BUSINESS OF THE SPHERIS ENTITIES IN