AND, AS APPLICABLE, ONE OR MORE CBAY DESIGNEES, AT
THE CLOSING, AND CBAY HEREBY AGREES TO PURCHASE, ACQUIRE AND ASSUME, OR CAUSE
ONE OR MORE CBAY DESIGNEES TO PURCHASE, ACQUIRE AND
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assume, from the Equity Sellers at the Closing, upon the terms and subject to
the conditions of this Agreement, all right, title and interest in and to the
Spheris India Capital Stock, free and clear of any and all Encumbrances of any
and every kind, nature and description other than Permitted Encumbrances.
(B)
CBAY AGREES TO ASSUME, OR TO CAUSE A CBAY DESIGNEE TO ASSUME,
AS OF THE CLOSING DATE, ONE HALF OF THE SPHERIS INDIA PAYABLES (THE "CBAY
ASSUMED SPHERIS INDIA PAYABLES").
SECTION 2.4
CONDITION OF CONVEYANCE.
WITHOUT LIMITING THE PROVISIONS
OF THIS AGREEMENT RELATING TO THE ASSIGNMENT AND ASSUMPTION AGREEMENT OR ANY
OTHER PROVISIONS OF THIS AGREEMENT RELATING TO SALE, TRANSFER, ASSIGNMENT,
CONVEYANCE OR DELIVERY, THE PURCHASED ASSETS, THE ASSUMED LIABILITIES AND THE
SPHERIS INDIA CAPITAL STOCK SHALL BE SOLD, TRANSFERRED, ASSIGNED, CONVEYED AND
DELIVERED BY THE SELLERS TO THE PURCHASERS AND, AS APPLICABLE, ONE OR MORE
MEDQUIST DESIGNEES OR CBAY DESIGNEES, BY APPROPRIATE INSTRUMENTS OF TRANSFER,
BILLS OF SALE, ENDORSEMENTS, ASSIGNMENTS AND DEEDS, IN RECORDABLE FORM AS
APPROPRIATE, AND FREE AND CLEAR OF ANY AND ALL ENCUMBRANCES OF ANY AND EVERY
KIND, NATURE AND DESCRIPTION OTHER THAN PERMITTED ENCUMBRANCES.
SECTION 2.5
CONSIDERATION.
SUBJECT TO THE TERMS AND CONDITIONS
HEREOF AND THE ENTRY AND EFFECTIVENESS OF THE SALE ORDER:
(A)
THE AGGREGATE PURCHASE PRICE FOR THE PURCHASED ASSETS
SHALL BE $116,333,900 AND SHALL BE PAID PURSUANT TO THE FOLLOWING:
(I)
$98,833,900 IN CASH BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS,
WHICH PAYMENT SHALL INCLUDE DISTRIBUTION OF THE PURCHASE PRICE DEPOSIT; AND
(II)
THE PROMISSORY NOTE; AND
(B)
THE PURCHASE PRICE FOR THE SPHERIS INDIA CAPITAL STOCK
SHALL BE A CASH PAYMENT BY CBAY TO THE EQUITY SELLERS EQUAL TO $1.00
The deliveries reflected in clauses (a) and (b) immediately above, collectively
with any payment in respect of Additional Funded India Transfer Pricing Tax
required to be made by CBay and/or a CBay Designee at Closing pursuant to the
terms of this Agreement, are referred to herein as the "Purchase Price").
SECTION 2.6
ASSUMPTION OF LIABILITIES.
PURSUANT TO THE SALE ORDER
AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON THE CLOSING DATE, MEDQUIST AND
ONE OR MORE MEDQUIST DESIGNEES SHALL ASSUME AND AGREE TO PAY, PERFORM AND
DISCHARGE WHEN DUE THE ASSUMED LIABILITIES.
FOR PURPOSES OF THIS AGREEMENT,
"ASSUMED LIABILITIES" SHALL MEAN ONLY THE FOLLOWING LIABILITIES (TO THE EXTENT
NOT PAID AT OR PRIOR TO THE CLOSING):
(A)
THE ORDINARY COURSE BALANCE SHEET LIABILITIES OF THE SELLERS;
(B)
ANY LIABILITIES OF THE SELLERS ARISING AFTER THE CLOSING
UNDER, AND THE CURE COSTS IN RESPECT OF, ASSUMED LEASES AND ASSUMED CONTRACTS;
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(C)
THE PORTION OF TRANSFER COSTS FOR WHICH MEDQUIST IS
RESPONSIBLE UNDER SECTION 7.5 AND THE PORTION OF PROPERTY TAXES FOR STRADDLE
PERIODS ALLOCATED TO MEDQUIST PURSUANT TO SECTION 7.5(C);
(D)
PROPERTY TAXES