OR INDIRECTLY SOLICIT OR
ATTEMPT TO SOLICIT ANY CUSTOMER, VENDOR OR DISTRIBUTOR OF A SPHERIS ENTITY WITH
RESPECT TO ANY PRODUCT OR SERVICE BEING FURNISHED, MADE, SOLD OR LEASED BY SUCH
SPHERIS ENTITY, OTHER THAN IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH
PAST PRACTICE, OR (II) PERSUADE OR SEEK TO PERSUADE ANY CUSTOMER OF A SPHERIS
ENTITY TO CEASE TO DO BUSINESS OR TO REDUCE THE AMOUNT OF BUSINESS THAT SUCH
CUSTOMER HAS CUSTOMARILY DONE WITH THE SPHERIS ENTITIES, OR CONTEMPLATES DOING
WITH SPHERIS ENTITIES, IN EITHER CASE, IN VIOLATION OF APPLICABLE LAW (INCLUDING
ANTITRUST OR ANTI-COMPETITION LAW) OR IN BREACH OF THE CONFIDENTIALITY
AGREEMENT.
SECTION 5.13
LEASE DEPOSITS.
(A)
MEDQUIST SHALL USE ITS BEST EFFORTS TO CAUSE THE LANDLORD
UNDER EACH ASSUMED LEASE TO RETURN TO SELLERS, AT OR PRIOR TO CLOSING, ANY AND
ALL AMOUNTS HELD AS A SECURITY DEPOSIT UNDER EACH SUCH ASSUMED LEASE (SUCH
AMOUNTS, COLLECTIVELY, THE "LEASE SECURITY DEPOSITS"), INCLUDING BY DEPOSITING
ANY AMOUNT WITH SUCH LANDLORD OR SECURING A LETTER OF CREDIT OR SIMILAR
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COMMITMENT FOR THE BENEFIT OF SUCH LANDLORD, AS REQUIRED OR CONTEMPLATED BY SUCH
ASSUMED LEASE AS A SECURITY DEPOSIT.
(B)
MEDQUIST SHALL PAY SELLERS AT CLOSING BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS, IN ADDITION TO THE CONSIDERATION REQUIRED PURSUANT
TO SECTION 2.5, AN AMOUNT IN CASH EQUAL TO THE PURCHASED LEASE SECURITY DEPOSITS
(SUCH PAYMENTS, THE "SECURITY DEPOSIT PAYMENTS").
SECTION 5.14
FINANCING AND COOPERATION.
(A)
PURCHASERS SHALL USE THEIR REASONABLE BEST EFFORTS TO OBTAIN
DEBT FINANCING ON TERMS ACCEPTABLE TO PURCHASERS IN THEIR SOLE DISCRETION IN AN
AMOUNT SUFFICIENT TO ENABLE PURCHASERS TO PAY THE PURCHASE PRICE (THE
"FINANCING").
IN THE EVENT THAT THE PURCHASERS ENTER INTO ANY COMMITMENT LETTER
OR OTHER BINDING AGREEMENT TO PROVIDE THE FINANCING (A "COMMITMENT LETTER"), THE
PURCHASERS SHALL PROMPTLY (AND IN ANY EVENT WITHIN TWO (2) BUSINESS DAYS AFTER
EXECUTION OF SUCH COMMITMENT LETTER) PROVIDE A COPY OF THE COMMITMENT LETTER TO
THE SELLERS.
IN THE EVENT THAT A COMMITMENT LETTER IS EXECUTED, THE PURCHASERS
SHALL USE THEIR REASONABLE BEST EFFORTS TO CONSUMMATE THE FINANCING ON THE TERMS
AND CONDITIONS SET FORTH IN THE COMMITMENT LETTER, INCLUDING BY USING REASONABLE
BEST EFFORTS TO (I) MAINTAIN IN EFFECT THE COMMITMENT LETTER AND NEGOTIATE A
DEFINITIVE AGREEMENT WITH RESPECT TO THE COMMITMENT LETTER ON THE TERMS AND
CONDITIONS SET FORTH IN THE COMMITMENT LETTER (OR ON TERMS NOT MATERIALLY LESS
FAVORABLE, IN THE AGGREGATE, TO THE PURCHASERS, TAKEN AS A WHOLE THAN THE TERMS
AND CONDITIONS IN THE COMMITMENT LETTER), (II) NOT AMEND OR MODIFY THE TERMS OF
THE COMMITMENT LETTER IN ANY MANNER THAT WOULD REASONABLY BE EXPECTED TO
ADVERSELY IMPACT THE ABILITY OF THE PURCHASERS TO CONSUMMATE THE TRANSACTION
PRIOR TO THE OUTSIDE DATE, (III) ENSURE THE ACCURACY OF ALL REPRESENTATIONS AND
WARRANTIES OF THE PURCHASERS IN THE COMMITMENT LETTER, (IV) COMPLY WITH ALL
COVENANTS AND AGREEMENTS OF THE PURCHASERS IN THE COMMITMENT LETTER AND (V)
SATISFY ON A TIMELY BASIS ALL CONDITIONS APPLICABLE TO THE PURCHASERS SET FORTH
IN