OVER TIME PAY, MEDICAL AND WORKMEN'S COMPENSATION AND
ANY OTHER COMPENSATION ELEMENT FORMING PART OF THE COMPENSATION PACKAGE WITH
RESPECT TO THE EMPLOYEES OR ANY COMPARABLE PAYMENTS RELEVANT UNDER ANY
PARTICULAR APPLICABLE LAW.
NO EMPLOYEE OF SPHERIS INDIA HAS BORROWED MONEY FROM
OR LOANED MONEY TO SPHERIS INDIA THAT REMAINS OUTSTANDING IN A MATERIAL AMOUNT
AND IN ANY EVENT, EXCEEDING $10,000 IN THE AGGREGATE FOR ALL EMPLOYEES OF
SPHERIS INDIA.
ALL LIABILITIES OF SPHERIS INDIA REQUIRED BY GAAP TO BE ACCRUED
ON THE FINANCIAL STATEMENTS ARE SO ACCRUED.
(AA)
AS OF THE DATE OF THIS AGREEMENT, NO EMPLOYEE OF SPHERIS INDIA
IS IN MATERIAL BREACH OF HIS OR HER EMPLOYMENT CONTRACT WITH SPHERIS INDIA.
SPHERIS INDIA HAS NOT AGREED OR COMMITTED (I) TO ANY OF ITS EMPLOYEES TO PROVIDE
ANY BONUS OR COMPARABLE PAYMENTS TO THEM, OUTSIDE THE TERMS OF THEIR EMPLOYMENT,
AS A RESULT OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE CONSUMMATION
OF THE TRANSACTION, OR (II) TO INCREASE THE COMPENSATION, BENEFITS OR TERMS AND
CONDITIONS OF EMPLOYMENT OR SERVICE OF ANY EMPLOYEE, EXCEPT (A) AS PER THE TERMS
OF AN EMPLOYMENT CONTRACT, (B) AS PER THE WRITTEN POLICY OF SPHERIS INDIA OR (C)
WITH RESPECT TO ACTIONS OCCURRING AFTER THE DATE OF THIS AGREEMENT AND PRIOR TO
THE CLOSING, IN COMPLIANCE WITH SECTION 5.1(N).
THERE IS NO EMPLOYEE STOCK
OPTION SCHEME OR PLAN OR OTHER ARRANGEMENT UNDER WHICH SPHERIS INDIA HAS ISSUED
OR SHALL BE REQUIRED TO ISSUE ANY SHARES OR SECURITIES TO ANY EMPLOYEE.
(BB)
THERE IS NO TERM OF EMPLOYMENT FOR ANY EMPLOYEE OF SPHERIS INDIA
WHICH PROVIDES THAT A CHANGE OF CONTROL SHALL ENTITLE THE EMPLOYEE TO TREAT THE
CHANGE OF CONTROL OR MANAGEMENT AS AMOUNTING TO A BREACH OF THE CONTRACT OR
ENTITLING HIM TO ANY PAYMENT OR BENEFIT WHATSOEVER OR ENTITLING HIM TO TREAT
HIMSELF AS REDUNDANT OR OTHERWISE DISMISSED OR RELEASED FROM ANY OBLIGATION.
AS
OF THE DATE OF THIS AGREEMENT, NO EMPLOYEE OF SPHERIS INDIA HAS GIVEN WRITTEN
TERMINATION OR WRITTEN NOTICE TO SPHERIS INDIA OF HIS OR HER INTENT TO TERMINATE
HIS/HER EMPLOYMENT WITH SPHERIS INDIA PRIOR TO THE CLOSING, SOLELY BY REASON OF
THE PERFORMANCE BY THE SELLERS OF THE TERMS OF THIS AGREEMENT, OTHER THAN AS
WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(CC)
ALL FOREIGN BENEFITS PLANS (I) HAVE BEEN MAINTAINED IN ALL
MATERIAL RESPECTS IN ACCORDANCE WITH APPLICABLE LAW, (II) THAT ARE INTENDED TO
QUALIFY FOR SPECIAL TAX TREATMENT MEET ALL MATERIAL REQUIREMENTS FOR SUCH
TREATMENT, AND (III) THAT ARE REQUIRED TO BE FUNDED AND/OR BOOK RESERVED ARE
FUNDED AND/OR BOOK-RESERVED, AS APPROPRIATE, BASED UPON REASONABLE ACTUARIAL
ASSUMPTIONS AND IN ACCORDANCE WITH APPLICABLE LAW.
SECTION 4.2
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.
THE
PURCHASERS REPRESENTS AND WARRANTS TO THE SELLERS AS FOLLOWS:
(A)
EACH PURCHASER IS DULY ORGANIZED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF ORGANIZATION AND HAS ALL
REQUISITE POWER AND AUTHORITY TO OWN, LEASE AND OPERATE ITS PROPERTIES AND TO
CARRY ON ITS BUSINESS AS