ANY
INTELLECTUAL PROPERTY RIGHTS.
(O)
SCHEDULE 4.1(O) OF THE DISCLOSURE LETTER SETS FORTH A COMPLETE
LIST OF ALL MATERIAL INSURANCE POLICIES WITH RESPECT TO WHICH A SPHERIS ENTITY
OR SPHERIS HOLDING III IS A PARTY, A NAMED INSURED OR OTHERWISE THE BENEFICIARY
OF COVERAGE WITH RESPECT TO ANY OF THE PURCHASED ASSETS OR THE ASSUMED
LIABILITIES.
THE ASSETS OF EACH SPHERIS ENTITY HAVE BEEN INSURED AGAINST RISKS
NORMALLY COVERED BY INSURANCE POLICIES BY COMPANIES CARRYING ON BUSINESS OF A
SIMILAR NATURE AS EACH OF THE SPHERIS ENTITIES.
THERE IS NO MATERIAL CLAIM BY A
SPHERIS ENTITY OR SPHERIS HOLDING III PENDING UNDER ANY SUCH POLICIES WHICH HAS
BEEN DENIED OR DISPUTED BY THE INSURER.
TO THE KNOWLEDGE OF THE SELLERS, ALL
SUCH INSURANCE POLICIES ARE IN FULL FORCE AND EFFECT, ALL PREMIUMS DUE AND
PAYABLE THEREON HAVE BEEN PAID, ALL MATERIAL TERMS AND CONDITIONS OF SUCH
POLICIES HAVE BEEN COMPLIED WITH, AND NO WRITTEN NOTICE OF CANCELLATION OR
TERMINATION HAS BEEN RECEIVED BY THE SPHERIS ENTITIES OR SPHERIS HOLDING III
WITH RESPECT TO ANY SUCH POLICY WHICH IS NOT REPLACEABLE BY THE SPHERIS ENTITIES
OR SPHERIS HOLDING III ON SUBSTANTIALLY SIMILAR TERMS PRIOR TO THE DATE OF SUCH
CANCELLATION.
(P)
(I) ALL MATERIAL TAX RETURNS REQUIRED TO BE FILED BY EACH
SELLER OR ANY OF ITS AFFILIATES WITH RESPECT TO THE PURCHASED ASSETS, SPHERIS
INDIA OR THE ASSUMED LIABILITIES HAVE BEEN TIMELY FILED (TAKING INTO ACCOUNT
EXTENSIONS) AND (II) ALL SUCH TAX RETURNS WERE CORRECT AND COMPLETE IN ALL
MATERIAL RESPECTS AND (III) ALL TAXES SHOWN AS DUE ON SUCH TAX RETURNS HAVE BEEN
PAID.
DURING THE LAST THREE YEARS, NO CLAIM HAS BEEN MADE BY ANY TAXING
AUTHORITY IN A JURISDICTION WHERE A SELLER OR ANY OF ITS AFFILIATES DO NOT FILE
TAX RETURNS THAT SUCH SELLER OR ANY OF ITS AFFILIATES IS OR MAY BE SUBJECT TO
TAXATION BY THAT JURISDICTION WITH RESPECT TO THE PURCHASED ASSETS OR THE
ASSUMED LIABILITIES.
EACH SELLER AND ITS AFFILIATES AND SPHERIS INDIA HAVE
WITHHELD AND PAID TO THE RELEVANT TAXING AUTHORITY, IN ALL MATERIAL RESPECTS,
ALL TAXES REQUIRED TO HAVE BEEN WITHHELD AND PAID IN CONNECTION WITH AMOUNTS
PAID OR OWING TO ANY EMPLOYEE, INDEPENDENT CONTRACTOR, CREDITOR, STOCKHOLDER OR
OTHER THIRD PARTY, IN EACH CASE RELATING TO THE PURCHASED ASSETS OR THE ASSUMED
LIABILITIES.
AS OF THE DATE OF THIS AGREEMENT, NO AUDIT, ADMINISTRATIVE
PROCEEDING OR JUDICIAL PROCEEDING THAT INVOLVES A MATERIAL AMOUNT OF TAX AND
RELATES TO THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES OR SPHERIS INDIA IS
PENDING OR THREATENED IN WRITING.
THE SELLERS' BASIS IN THE SPHERIS INDIA
CAPITAL STOCK FOR INDIAN TAX PURPOSES IS NOT LESS THAN $14,000,000.
-29-
(Q)
SUBJECT TO THE ENTRY OF THE SALE ORDER AND ANY ORDER APPROVING
THE ASSUMPTION AND ASSIGNMENT OF THE ASSUMED CONTRACTS AND ASSUMED LEASES, THE
SELLERS HAVE COMPLIED WITH ALL REQUIREMENTS OF THE BANKRUPTCY CODE AND FEDERAL
RULES OF BANKRUPTCY PROCEDURE IN CONNECTION WITH OBTAINING APPROVAL OF THE SALE
OF THE PURCHASED ASSETS (INCLUDING THE ASSUMPTION AND