IN MATERIAL COMPLIANCE WITH ALL ENVIRONMENTAL LAWS.
TO THE KNOWLEDGE OF THE
SELLERS, THE LEASED REAL PROPERTY IS IN COMPLIANCE WITH ENVIRONMENTAL LAWS,
INCLUDING ANY ENVIRONMENTAL PERMITS, EXCEPT FOR SUCH NON-COMPLIANCE THAT
INDIVIDUALLY OR IN THE AGGREGATE WOULD NOT CONSTITUTE A MATERIAL ADVERSE
EFFECT.
AS OF THE DATE OF THIS AGREEMENT, (I) NO SPHERIS ENTITY IS SUBJECT TO
ANY PENDING OR, TO THE SELLERS' KNOWLEDGE, THREATENED ACTION ALLEGING THAT A
SPHERIS ENTITY MAY BE IN VIOLATION OF ANY ENVIRONMENTAL LAW OR ENVIRONMENTAL
PERMIT, OR MAY HAVE ANY LIABILITY UNDER ANY ENVIRONMENTAL LAW; AND (II) NO
SPHERIS ENTITY HAS STORED, TREATED, DISPOSED OF, ARRANGED FOR DISPOSAL OR
TREATMENT OF, TRANSPORTED, HANDLED, MANUFACTURED, DISTRIBUTED, OR RELEASED ANY
HAZARDOUS SUBSTANCE ON, UNDER OR FROM THE LEASED REAL PROPERTY, EXCEPT IN
MATERIAL COMPLIANCE WITH ENVIRONMENTAL LAWS.
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(M)
AS OF THE DATE OF THIS AGREEMENT, NO SPHERIS ENTITY HAS RECEIVED
ANY WRITTEN NOTICE OF ANY, AND, TO THE KNOWLEDGE OF THE SELLERS, THERE IS NO
THREATENED OR PENDING, EMINENT DOMAIN, CONDEMNATION OR REZONING PROCEEDINGS, OR
ANY SALE OR OTHER DISPOSITION IN LIEU OF EMINENT DOMAIN OR CONDEMNATION, WITH
RESPECT TO THE LEASED REAL PROPERTY OR ANY PART OF THE LEASED REAL PROPERTY OR
FOR THE RELOCATION OF ROADWAYS OR STREETS PROVIDING ACCESS TO OR EGRESS FROM THE
LEASED REAL PROPERTY.
(N)
THE SPHERIS ENTITIES HAVE VALID TITLE TO, OR THE RIGHT TO USE
IN CONNECTION WITH THEIR BUSINESS AS PRESENTLY CONDUCTED, ALL OF THE PURCHASED
INTELLECTUAL PROPERTY.
TO THE KNOWLEDGE OF THE SELLERS, ALL CURRENT AND FORMER
EMPLOYEES OF THE SPHERIS ENTITIES HAVE ASSIGNED TO THE SPHERIS ENTITIES ALL
PURCHASED INTELLECTUAL PROPERTY THAT SUCH EMPLOYEES HAVE CREATED WHILE IN THE
SCOPE OF THEIR EMPLOYMENT, INCLUDING COPYRIGHTS IN WORKS MADE FOR HIRE AND
PATENTS.
SCHEDULE 4.1(N) OF THE DISCLOSURE LETTER LISTS EACH REGISTERED
PURCHASED INTELLECTUAL PROPERTY AND EACH MATERIAL CONTRACT WITH RESPECT TO
PURCHASED INTELLECTUAL PROPERTY PURSUANT TO WHICH THE SPHERIS ENTITIES HAVE
GRANTED ANY PERSON THE RIGHT TO REPRODUCE, DISTRIBUTE, MARKET OR EXPLOIT SUCH
INTELLECTUAL PROPERTY RIGHTS.
THERE IS NO ACTION PENDING, OR TO THE KNOWLEDGE
OF THE SELLERS, THREATENED THAT CHALLENGES THE VALIDITY OF OWNERSHIP OR USE OF
ANY PURCHASED INTELLECTUAL PROPERTY, AND THERE EXISTS NO STATE OF FACTS AND
CIRCUMSTANCES THAT WOULD RESULT IN ANY SUCH CHALLENGE THAT IS MATERIAL TO THE
BUSINESS OF THE SELLERS BEING SUCCESSFUL OR WHICH WOULD BE REASONABLY LIKELY TO
RESULT IN A MATERIAL LIABILITY OR OTHERWISE HAVE A MATERIAL ADVERSE EFFECT.
TO
THE KNOWLEDGE OF THE SELLERS, NO THIRD PARTY'S OPERATIONS OR PRODUCTS INFRINGE
ON THE PURCHASED INTELLECTUAL PROPERTY IN ANY MATERIAL RESPECT.
TO THE
KNOWLEDGE OF THE SELLERS, THE OPERATION OF THE BUSINESS OF THE SPHERIS ENTITIES
DOES NOT INFRINGE IN ANY MATERIAL RESPECT ON THE INTELLECTUAL PROPERTY RIGHTS OF
ANY OTHER PERSON.
NO SPHERIS ENTITY HAS RECEIVED DURING THE TWO-YEAR PERIOD
PRECEDING THE DATE OF THIS AGREEMENT, ANY WRITTEN CLAIM OF INFRINGEMENT WITH
RESPECT TO ANY PURCHASED INTELLECTUAL PROPERTY.
OTHER THAN THE SOFTWARE LICENSE
AGREEMENT EXECUTED BY SPHERIS INDIA WITH SPHERIS INC. DATED