LIABILITY ARISING
UNDER ANY U.S. BENEFIT PLAN, FOREIGN BENEFIT PLAN (OTHER THAN AN INDIAN BENEFIT
PLAN) OR ANY OTHER EMPLOYEE PROGRAM OR ARRANGEMENT AT ANY TIME MAINTAINED,
SPONSORED OR CONTRIBUTED TO BY ANY OF THE SPHERIS ENTITIES OR ANY PREDECESSOR OR
AFFILIATE THEREOF OR ANY ERISA AFFILIATE, OR WITH RESPECT TO WHICH ANY OF THE
SPHERIS ENTITIES OR ANY PREDECESSOR OR AFFILIATE THEREOF OR ANY ERISA AFFILIATE
HAS ANY LIABILITY, AND (Y) ANY LIABILITY UNDER ANY EMPLOYMENT, SEVERANCE,
RETENTION, TERMINATION OR OTHER SIMILAR AGREEMENT WITH ANY PRESENT OR PAST
EMPLOYEE, OFFICER OR DIRECTOR OF ANY SPHERIS ENTITY;
(G)
ANY LIABILITY TO SPHERIS HOLDING III, INC. OR ANY OF ITS
SHAREHOLDERS;
(H)
ANY LIABILITY OF A SELLER RELATING TO THE PURCHASED ASSETS
RELATED TO FACTS OR ACTIONS OCCURRING OR ACCRUING PRIOR TO THE CLOSING THAT IS
NOT EXPRESSLY INCLUDED AMONG THE ASSUMED LIABILITIES;
(I)
ALL LIABILITIES ATTRIBUTABLE TO, RELATING TO OR ARISING FROM
THE PERIOD PRIOR TO THE CLOSING ARISING (I) UNDER ENVIRONMENTAL LAWS OR (II)
FROM ANY CONTRACT OR OTHER ARRANGEMENT FOR DISPOSAL OR TREATMENT OF HAZARDOUS
SUBSTANCES, OR FOR THE TRANSPORTATION OF HAZARDOUS SUBSTANCES FOR DISPOSAL OR
TREATMENT, IN EACH CASE INCLUDING THOSE LIABILITIES ARISING FROM ACTS OR
OMISSIONS OCCURRING OR CONDITIONS IN EXISTENCE PRIOR TO THE CLOSING;
(J)
THE CBAY ASSUMED SPHERIS INDIA PAYABLES;
(k)
any Liability with respect to any Seller Broker Fee;
(L)
ANY LIABILITY RELATED TO THE SELLER RESTRICTED CASH; AND
(M)
ANY LIABILITY OF A SELLER NOT EXPRESSLY INCLUDED AMONG THE
ASSUMED LIABILITIES OR EXPRESSLY ASSUMED BY MEDQUIST OR A MEDQUIST DESIGNEE
UNDER THIS AGREEMENT.
SECTION 2.8
PROCEDURES FOR ASSUMPTION OF AGREEMENTS; DELAYED TRANSFER
OF ASSETS.
(A)
(I)
ON OR PRIOR TO THE DATE HEREOF, THE SELLERS HAVE
DELIVERED SCHEDULE 2.8(A) TO THE PURCHASERS, WHICH SCHEDULE CONTAINS WITH
RESPECT TO EACH CONTRACT AND LEASE OF ANY SELLER, SELLERS' GOOD FAITH ESTIMATE
OF THE AMOUNT REQUIRED TO BE PAID WITH RESPECT TO EACH CONTRACT AND LEASE TO
CURE ALL DEFAULTS UNDER SUCH CONTRACT OR LEASE TO THE EXTENT REQUIRED BY SECTION
365(B) AND OTHERWISE SATISFY ALL REQUIREMENTS IMPOSED BY SECTION 365(D) OF THE
BANKRUPTCY CODE (SUCH SPECIFIED AMOUNTS, THE "CURE COSTS").
PRIOR TO THE
HEARING, THE SELLERS SHALL COMMENCE APPROPRIATE PROCEEDINGS BEFORE THE
BANKRUPTCY COURT AND OTHERWISE TAKE ALL REASONABLY NECESSARY ACTIONS IN ORDER TO
DETERMINE CURE COSTS WITH RESPECT TO ANY ASSUMED CONTRACT OR ASSUMED LEASE
ENTERED INTO PRIOR TO THE PETITION DATE.
NOTWITHSTANDING THE FOREGOING, PRIOR
TO THE CLOSING, MEDQUIST MAY IDENTIFY ANY ASSUMED CONTRACT OR ASSUMED LEASE AS
ONE THAT MEDQUIST NO LONGER DESIRE TO HAVE ASSIGNED TO IT OR A MEDQUIST DESIGNEE
IN ACCORDANCE WITH SECTION 2.9.
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(II)
AT THE CLOSING, THE SELLERS SHALL ASSUME AND ASSIGN TO
MEDQUIST AND/OR, AS APPLICABLE, ONE OR MORE MEDQUIST DESIGNEES THE ASSUMED
CONTRACTS AND ASSUMED LEASES, IN EACH CASE PURSUANT TO SECTION 365 OF THE
BANKRUPTCY CODE AND THE SALE ORDER, SUBJECT TO PROVISION OF ADEQUATE ASSURANCE
AS MAY BE REQUIRED UNDER SECTION 365 OF THE BANKRUPTCY CODE AND PAYMENT OF THE