WRITTEN CONSENT OF THE OTHER
PARTIES; PROVIDED, THAT THE PURCHASERS MAY, WITHOUT THE CONSENT OF THE SELLER,
ASSIGN OR TRANSFER ANY OR ALL OF ITS RIGHT AND/OR OBLIGATIONS HEREUNDER TO ONE
OR MORE OF ITS AFFILIATES (IT BEING UNDERSTOOD THAT PURCHASERS NONETHELESS SHALL
REMAIN LIABLE FOR THE PERFORMANCE OF ALL OF PURCHASERS' OBLIGATIONS HEREUNDER TO
THE EXTENT NOT PERFORMED BY THE ASSIGNEE OR ANY PURCHASER DESIGNEE).
ANY
ASSIGNMENT OR OTHER TRANSFER NOT PERMITTED UNDER THIS SECTION 9.11 SHALL BE NULL
AND VOID AB INITIO.
SECTION 9.12
LIABILITY.
THE OBLIGATIONS UNDER THIS AGREEMENT OF CBAY AND
THE CBAY DESIGNEES, SHALL BE JOINT AND SEVERAL.
THE OBLIGATION UNDER THIS
AGREEMENT OF MEDQUIST AND THE MEDQUIST DESIGNEES, SHALL BE JOINT AND SEVERAL.
SECTION 9.13
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BIND AND INURE
TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
SECTION 9.14
NO THIRD PARTY BENEFICIARIES.
NOTHING IN THIS AGREEMENT IS
INTENDED TO, OR SHALL, CONFER ANY THIRD PARTY BENEFICIARY OR OTHER RIGHTS OR
REMEDIES UPON ANY PERSON OTHER THAN THE PARTIES HERETO.
SECTION 9.15
SEVERABILITY OF PROVISIONS.
ANY PROVISION OF THIS AGREEMENT
WHICH IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID OR
UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO THAT JURISDICTION, BE INEFFECTIVE
TO THE EXTENT OF SUCH INVALIDITY OR UNENFORCEABILITY WITHOUT RENDERING INVALID
OR UNENFORCEABLE THE REMAINING PROVISIONS OF THIS AGREEMENT OR AFFECTING THE
VALIDITY OR ENFORCEABILITY OF ANY OF THE PROVISIONS OF THIS AGREEMENT IN ANY
OTHER JURISDICTION, AND IF ANY PROVISION OF THIS AGREEMENT IS DETERMINED TO BE
SO BROAD AS TO BE UNENFORCEABLE, SUCH PROVISION SHALL BE INTERPRETED TO BE ONLY
SO BROAD AS IS ENFORCEABLE, PROVIDED IN ALL CASES THAT NEITHER THE ECONOMIC NOR
LEGAL SUBSTANCE OF THIS AGREEMENT IS AFFECTED BY THE OPERATION OF THIS SENTENCE
IN ANY MANNER MATERIALLY ADVERSE TO ANY PARTY.
UPON ANY SUCH DETERMINATION THAT
ANY PROVISION OF THIS AGREEMENT IS INVALID OR UNENFORCEABLE, THE PARTIES SHALL
NEGOTIATE IN GOOD FAITH IN AN EFFORT TO AGREE UPON A SUITABLE AND EQUITABLE
SUBSTITUTE PROVISION TO EFFECT THE ORIGINAL INTENT OF THE PARTIES.
SECTION 9.16
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL HEREOF, AND ALL OF WHICH
SHALL CONSTITUTE A SINGLE AGREEMENT EFFECTIVE AS OF THE DATE HEREOF.
ANY
DELIVERY OF AN EXECUTED COUNTERPART OF THIS AGREEMENT BY FACSIMILE OR ELECTRONIC
MAIL SHALL BE AS EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF
THIS AGREEMENT.
-57-
IN WITNESS WHEREOF, the Parties hereto have caused this Stock
and Asset Purchase Agreement to be executed as of the day and year first above
written.
SELLERS:
PURCHASERS:
SPHERIS HOLDING II, INC.
By:
/s/ Robert L. Butler
Name:
Robert L. Butler
Title:
Chief Restructuring Officer
SPHERIS INC.
By:
/s/ Robert L. Butler
Name:
Robert L. Butler
Title:
Chief Restructuring Officer
SPHERIS OPERATIONS LLC
By:
/s/ Robert L. Butler
Name:
Robert L. Butler
Title:
Chief Restructuring Officer
VIANETA COMMUNICATIONS
By:
/s/ Robert L. Butler
Name:
Robert L.