EXECUTED BY
MEDQUIST AND/OR, AS APPLICABLE, ONE OR MORE MEDQUIST DESIGNEES;
(E)
THE SECURITY DEPOSIT PAYMENTS OR LEASE SECURITY DEPOSITS, AS
APPLICABLE;
(F)
THE BILL OF SALE, DULY EXECUTED BY PURCHASERS;
(G)
THE PROMISSORY NOTE; AND
(H)
AN AMOUNT IN CASH EQUAL TO THE ADDITIONAL FUNDED INDIA
TRANSFER PRICING TAX (IF ANY), WHICH AMOUNT SHALL IN NO EVENT EXCEED $2,000,000
AND SHALL BE PAID BY CBAY AND/OR A CBAY DESIGNEE.
SECTION 7.4
CERTAIN ACTIONS IN RELATION TO SPHERIS INDIA.
ON OR
BEFORE THE CLOSING DATE, THE FOLLOWING ACTIONS SHALL TAKE PLACE IN RELATION TO
THE SALE AND PURCHASE OF THE SPHERIS INDIA CAPITAL STOCK:
(A)
CBAY SHALL PAY TO THE EQUITY SELLERS THE AMOUNT OF CASH
SPECIFIED IN SECTION 2.5 IN RESPECT OF THE SPHERIS INDIA CAPITAL STOCK;
-48-
(B)
CBAY, ONE OR MORE CBAY DESIGNEES AND THE EQUITY SELLERS SHALL
EXECUTE SHARE TRANSFER DEEDS, DULY STAMPED IN ACCORDANCE WITH APPLICABLE LAW, IN
RELATION TO EACH SHARE CERTIFICATE EVIDENCING THE SPHERIS INDIA CAPITAL STOCK,
TO ENDORSE THEIR TRANSFER IN THE NAME OF CBAY AND THE CBAY DESIGNEE(S); AND
(C)
THE EQUITY SELLERS SHALL PROCURE THAT A MEETING OF THE BOARD
OF DIRECTORS OF SPHERIS INDIA SHALL BE CONVENED TO APPROVE THE FOLLOWING:
(I)
THE TRANSFER OF THE SPHERIS INDIA CAPITAL STOCK TO CBAY AND ONE OR MORE CBAY
DESIGNEES; (II) REGISTERING CBAY AND ONE OR MORE CBAY DESIGNEES AS SHAREHOLDERS
OF SPHERIS INDIA IN ITS REGISTER OF MEMBERS; AND (III) RECORDING THE APPOINTMENT
OF THE NOMINEE DIRECTORS OF CBAY ON THE BOARD OF DIRECTORS OF SPHERIS INDIA AND
THE RESIGNATION OF ITS EXISTING DIRECTORS.
SECTION 7.5
TAX MATTERS.
(A)
SOLELY TO THE EXTENT NOT EXEMPT IN ACCORDANCE WITH SECTION
1146 OF THE BANKRUPTCY CODE, SELLERS, ON THE ONE HAND, AND THE PURCHASERS, ON
THE OTHER HAND, SHALL EACH PAY AND SHALL BE RESPONSIBLE FOR ONE HALF OF STATE
AND LOCAL TRANSFER TAXES, IF ANY, OCCASIONED BY THE CONVEYANCE OF THE LEASED
REAL PROPERTY AND THE PURCHASED ASSETS FROM THE SELLERS TO THE PURCHASERS AND,
AS APPLICABLE, ONE OR MORE PURCHASER DESIGNEES, INCLUDING ANY NOTARIAL FEES
INCURRED IN CONNECTION THEREWITH; PROVIDED, HOWEVER, THAT (X) THE PARTIES SHALL
REASONABLY COOPERATE IN AVAILING THEMSELVES OF ANY AVAILABLE EXEMPTIONS FROM ANY
SUCH TRANSFER TAXES, INCLUDING A REQUEST THAT THE SELLERS' SALE OF THE PURCHASED
ASSETS BE EXEMPTED FROM TRANSFER TAXES PURSUANT TO SECTION 1146 OF THE
BANKRUPTCY CODE AND (Y) THE PURCHASERS, ON THE ONE HAND, AND THE SELLERS, ON THE
OTHER HAND, SHALL PAY AND SHALL BE RESPONSIBLE FOR HALF OF ALL OTHER COSTS, FEES
AND EXPENSES ASSOCIATED WITH THE TRANSFER TAXES, NOTARIAL FEES AND OTHER COSTS,
FEES AND EXPENSES DESCRIBED IN THIS SENTENCE (THE "TRANSFER COSTS").
THE PARTY
RESPONSIBLE UNDER APPLICABLE LAW SHALL BE RESPONSIBLE FOR THE PREPARATION AND
FILING OF ALL TAX RETURNS RELATING TO TRANSFER TAXES.
(B)
NO LATER THAN 90 DAYS FOLLOWING THE CLOSING DATE, THE
PURCHASERS SHALL PROVIDE THE SELLERS WITH A PROPOSED ALLOCATION OF THE CLOSING
PURCHASE PRICE AND THE ASSUMED LIABILITIES AMONG THE PURCHASED ASSETS