SHALL BE MADE IN ACCORDANCE WITH SECTION 2.9.
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SECTION 2.3
PURCHASE AND SALE BY CBAY.
(A)
THE EQUITY SELLERS HEREBY AGREE TO SELL, TRANSFER, ASSIGN,
CONVEY AND DELIVER TO CBAY, 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 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 PURCHASE PRICE
FOR THE PURCHASED ASSETS SHALL BE $75,249,600.90 IN CASH, 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 (CLAUSES (A) AND (B) 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, 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;
(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 IMPOSED WITH RESPECT TO THE PURCHASED ASSETS OR
THE ASSUMED LIABILITIES FOR A TAXABLE PERIOD ARISING