ASSIGNMENT TO MEDQUIST
AND/OR, AS APPLICABLE, ONE OR MORE MEDQUIST DESIGNEES OF ANY ASSUMED CONTRACTS
AND THE ASSUMED LEASES) TO MEDQUIST AND/OR, AS APPLICABLE, ONE OR MORE MEDQUIST
DESIGNEES PURSUANT TO THIS AGREEMENT.
(R)
DURING THE PERIOD BEGINNING ON SEPTEMBER 30, 2009 TO THE
DATE OF THIS AGREEMENT, THERE HAS NOT BEEN ANY MATERIAL DAMAGE TO THE PURCHASED
ASSETS THAT ARE TANGIBLE ASSETS AND MATERIAL TO THE BUSINESS OF THE SPHERIS
ENTITIES IN RESPECT OF WHICH THE SELLERS ARE ENTITLED TO INSURANCE PROCEEDS,
CONDEMNATION AWARDS OR OTHER COMPENSATION.
(S)
THE FINANCIAL STATEMENTS PRESENT FAIRLY IN ALL MATERIAL
RESPECTS, THE CONSOLIDATED FINANCIAL CONDITION OF SPHERIS INC. AS OF THE DATES
SET FORTH THEREIN, AND THE CONSOLIDATED RESULTS OF OPERATIONS AND CASH FLOWS FOR
THE PERIODS COVERED THEREBY, IN CONFORMITY WITH GAAP (SUBJECT, IN THE CASE OF
THE UNAUDITED FINANCIAL STATEMENTS, TO THE ABSENCE OF NOTES AND NORMAL YEAR-END
AUDIT ADJUSTMENTS AND TO ANY OTHER ADJUSTMENTS SET FORTH THEREIN).
AS OF
SEPTEMBER 30, 2009, THE SPHERIS ENTITIES HAD $26,161,000 OF ACCOUNTS RECEIVABLE
(NET OF ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS RECEIVABLE).
AS OF THE DATE OF
THIS AGREEMENT, THE FUNDED INDIA TRANSFER PRICING TAX IS 92,810,000 RUPEES.
(T)
AS OF THE DATE OF THIS AGREEMENT, SPHERIS INDIA HAS NO
MATERIAL LIABILITY EXCEPT FOR (1) LIABILITIES OR OBLIGATIONS SET FORTH ON THE
FINANCIAL STATEMENTS, (2) LIABILITIES THAT HAVE ARISEN SINCE SEPTEMBER 30, 2009
IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE, OR (3)
LIABILITIES WHICH INDIVIDUALLY OR IN THE AGGREGATE WOULD NOT CONSTITUTE A
MATERIAL ADVERSE EFFECT.
THERE IS NO OUTSTANDING GUARANTEE, INDEMNITY,
SURETYSHIP OR SECURITY (WHETHER OR NOT LEGALLY BINDING) GIVEN BY OR FOR THE
BENEFIT OF SPHERIS INDIA IN EXCESS OF $250,000.
(u)
Set forth on Schedule 4.1(u) is a list of all suppliers
of any Spheris Entity that (a) accounted (or that Sellers expect to account) for
more than $500,000 (or the equivalent in foreign currency) of expenses of the
Sellers (on a consolidated basis with their subsidiaries) during Seller's
current fiscal year, or (b) is the sole supplier of any significant product,
service or other tangible or intangible property or license rights to the
Sellers.
(v)
Except as prohibited by applicable Law, the
Sellers have made available to the Purchasers a list of all employees employed
in the conduct of the business of the Spheris Entities as of the date specified
therein, including the following information for each such employee:
(i) name;
(ii) part-time or full-time status; (iii) title and/or job description; (iv)
employment commencement date; (v) annual base salary or hourly wage; (vi)
available bonus or other contingent compensation; (vii) accrued and unused
vacation days; (viii) accrued and unused sick days; (ix) if on leave, the status
of such leave (including reason for leave and expected return date); and (x)
whether such employee is employed under an employment contract or on an at-will
basis.
(W)
SINCE JANUARY 1, 2008, WITH RESPECT TO THE EMPLOYEES OF THE
SPHERIS ENTITIES, THERE HAS NOT BEEN, THERE IS NOT PRESENTLY PENDING OR