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.
(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
-28-
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 JANUARY 1, 2000 AND SPHERIS INDIA'S PERMISSION TO USE
THE SPHERIS TRADEMARK, SPHERIS INDIA DOES NOT HAVE OR OWN ANY RIGHTS TO