BECAUSE OF THE AUTHORSHIP OF ANY
PROVISION OF THIS AGREEMENT
SECTION 1.5
TIME.
EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE
COMPUTATION OF ANY PERIOD OF TIME REFERRED TO IN THIS AGREEMENT SHALL EXCLUDE
THE FIRST DAY AND INCLUDE THE LAST DAY OF SUCH PERIOD.
IF THE TIME LIMITED FOR
THE PERFORMANCE OR COMPLETION OF ANY MATTER UNDER THIS AGREEMENT EXPIRES OR
FALLS ON A DAY THAT IS NOT A BUSINESS DAY, THE TIME SO LIMITED SHALL EXTEND TO
THE NEXT FOLLOWING BUSINESS DAY.
WHENEVER ACTION MUST BE TAKEN (INCLUDING THE
GIVING OF NOTICE, THE DELIVERY OF DOCUMENTS OR THE FUNDING OF MONEY) UNDER THIS
AGREEMENT, PRIOR TO THE EXPIRATION OF, BY NO LATER THAN OR ON A PARTICULAR DATE,
UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, SUCH ACTION MUST BE
COMPLETED BY 5:00 P.M., NEW YORK CITY TIME ON SUCH DATE (EXCEPT FOR THE FILING
OF PAPERS WITH THE BANKRUPTCY COURT OR THE ENTRY OF ANY ORDER BY THE BANKRUPTCY
COURT, WHICH MUST BE COMPLETED ON SUCH DATE BY THE DEADLINE SET FORTH IN THE
RULES OF THE BANKRUPTCY COURT).
THE TIME LIMITED FOR PERFORMING OR COMPLETING
ANY MATTER UNDER THIS AGREEMENT MAY BE EXTENDED OR ABRIDGED BY AN AGREEMENT IN
WRITING BY THE PARTIES.
ALL REFERENCES HEREIN TO TIME ARE REFERENCES TO NEW
YORK CITY TIME, UNLESS OTHERWISE SPECIFIED HEREIN.
-14-
ARTICLE II
AGREEMENT OF PURCHASE AND SALE
SECTION 2.1
PURCHASE AND SALE OF ASSETS.
THE SELLERS HEREBY AGREE TO
SELL, TRANSFER, ASSIGN, CONVEY AND DELIVER TO MEDQUIST AND/OR, AS APPLICABLE,
ONE OR MORE MEDQUIST DESIGNEES, AT THE CLOSING, AND MEDQUIST HEREBY AGREES TO
PURCHASE, ACQUIRE AND ASSUME, OR CAUSE ONE OR MORE MEDQUIST DESIGNEES TO
PURCHASE, ACQUIRE AND ASSUME, FROM THE SELLERS AT THE CLOSING, UPON THE TERMS
AND SUBJECT TO THE CONDITIONS OF THIS AGREEMENT, ALL RIGHT, TITLE AND INTEREST
OF THE SELLERS OF ANY NATURE WHATSOEVER IN THE FOLLOWING PURCHASED ASSETS, FREE
AND CLEAR OF ANY AND ALL ENCUMBRANCES OF ANY AND EVERY KIND, NATURE AND
DESCRIPTION (OTHER THAN PERMITTED ENCUMBRANCES AND ASSUMED LIABILITIES):
(A)
THE ASSUMED CONTRACTS AND ALL RIGHTS THEREUNDER;
(B)
THE ASSUMED LEASES AND ALL RIGHTS THEREUNDER, INCLUDING ALL
OPTIONS TO RENEW, PURCHASE, EXPAND OR LEASE (INCLUDING RIGHTS OF FIRST REFUSAL,
FIRST NEGOTIATION AND FIRST OFFER), AND ALL CREDIT FOR THE PREPAID RENT
ASSOCIATED THEREWITH (EXCLUDING LEASE SECURITY DEPOSITS);
(C)
ALL ACCOUNTS RECEIVABLE OF THE SELLERS;
(D)
ALL EQUIPMENT USED OR HELD FOR USE IN THE BUSINESS OF THE
SPHERIS ENTITIES;
(E)
THE CLOSING CASH;
(F)
ALL REAL, PERSONAL AND INTANGIBLE PROPERTY TAXES ("PROPERTY
TAXES") PREPAID AND NOT ATTRIBUTABLE TO PRE-CLOSING TAX PERIODS;
(G)
ALL ADVERTISING, MARKETING AND PROMOTIONAL MATERIALS AND ALL
OTHER PRINTED OR WRITTEN MATERIALS USED IN CONNECTION WITH THE BUSINESS OF THE
SPHERIS ENTITIES;
(H)
ALL BOOKS AND RECORDS (PROVIDED THAT THE SELLERS MAY, IN THEIR
DISCRETION, RETAIN ONE COPY OF THE BOOKS AND RECORDS);
(I)
ALL PERMITS TRANSFERABLE UNDER APPLICABLE LAW;
(J)
ALL INTELLECTUAL PROPERTY RIGHTS OWNED BY THE SELLERS OR
WHICH THE SELLERS HAVE THE