IN ANY OTHER CLOSING
DOCUMENT, THE SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE ANY REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE, OR OTHERWISE, RELATING
TO THE CONDITION OF THE ASSETS OF THE SELLERS OR THE BUSINESS OF SPHERIS INDIA;
IT BEING THE INTENTION OF THE PARTIES THAT THE PURCHASED ASSETS ARE TO BE
ACCEPTED BY THE PURCHASERS AND ANY PURCHASER DESIGNEE IN THEIR PRESENT CONDITION
AND STATE OF REPAIR.
SECTION 5.8
REQUIRED APPROVALS.
(A)
PRIOR TO THE CLOSING, UPON THE TERMS AND SUBJECT TO THE
CONDITIONS OF THIS AGREEMENT, AND EXCEPT AS CONTEMPLATED BY THIS AGREEMENT OR
THE SALE PROCEDURES ORDER, THE PARTIES SHALL USE THEIR REASONABLE BEST EFFORTS
TO COOPERATE AND TAKE, OR CAUSE TO BE TAKEN, ALL ACTIONS, AND TO DO, OR CAUSE TO
BE DONE ALL THINGS NECESSARY, PROPER OR ADVISABLE (SUBJECT TO ANY APPLICABLE
LAWS) TO CONSUMMATE THE CLOSING AND THE TRANSACTION AS PROMPTLY AS REASONABLY
PRACTICABLE INCLUDING, BUT NOT LIMITED TO THE PREPARATION AND FILING OF ALL
FORMS, REGISTRATIONS AND NOTICES REQUIRED PURSUANT TO APPLICABLE LAW TO BE FILED
TO CONSUMMATE THE CLOSING AND THE TRANSACTION AND THE TAKING OF SUCH ACTIONS AS
ARE NECESSARY TO OBTAIN ANY REQUISITE APPROVALS, AUTHORIZATIONS, CONSENTS,
RELEASES, ORDERS, LICENSES, PERMITS, QUALIFICATIONS, EXEMPTIONS OR WAIVERS BY
ANY THIRD PARTY OR GOVERNMENTAL AUTHORITY; PROVIDED, HOWEVER, THAT SECTION 5.14
IS THE ONLY SECTION OF THIS AGREEMENT GOVERNING THE FINANCING AND PURCHASER'S
OBLIGATIONS TO OBTAIN FINANCING AND THAT THIS SECTION 5.8 SHALL NOT APPLY TO THE
FINANCING OR PURCHASERS' OBLIGATIONS TO OBTAIN FINANCING.
IN FURTHERANCE OF THE
FOREGOING, THE PARTIES AGREE THAT AS PROMPTLY AS REASONABLY PRACTICABLE
FOLLOWING THE EXECUTION OF THIS AGREEMENT, THE PARTIES SHALL MAKE ALL PREMERGER
NOTIFICATION FILINGS REQUIRED UNDER (I) THE HSR ACT (WHICH SHALL IN ANY EVENT BE
MADE PRIOR TO THE LATER OF (X) FIVE (5) BUSINESS DAYS AFTER THE APPROVAL BY THE
BANKRUPTCY COURT OF THE SALE PROCEDURES ORDER AND (Y) FIFTEEN BUSINESS DAYS
AFTER THE DATE OF THIS AGREEMENT), (II) THE PRE-MERGER NOTIFICATION RULES IN ANY
OTHER JURISDICTION IN WHICH THE PARTIES AGREE APPLICABLE LAW REQUIRES A
PREMERGER NOTIFICATION FILING (WHICH FILING SHALL BE MADE PROMPTLY FOLLOWING
SUCH DETERMINATION) AND (III) COMPLY AT THE EARLIEST PRACTICAL DATE WITH ANY
REQUEST UNDER THE HSR ACT FOR ADDITIONAL INFORMATION, DOCUMENTS OR OTHER
MATERIALS RECEIVED BY EACH OF THEM OR ANY OF THEIR RESPECTIVE AFFILIATES FROM
THE FEDERAL TRADE COMMISSION OR THE ANTITRUST DIVISION OF THE DEPARTMENT OF
JUSTICE IN RESPECT OF SUCH FILINGS, WHETHER SUCH REQUEST IS FORMAL OR INFORMAL.
SUBJECT TO APPLICABLE LAW, EACH SUCH PARTY SHALL PROMPTLY INFORM THE OTHER
PARTIES HERETO OF ANY
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ORAL COMMUNICATION WITH, AND PROVIDE COPIES OF WRITTEN COMMUNICATION WITH, ANY
GOVERNMENTAL AUTHORITY REGARDING ANY SUCH FILINGS.
NO PARTY SHALL INDEPENDENTLY
PARTICIPATE IN ANY SUBSTANTIVE MEETING OR DISCUSSION, EITHER IN PERSON OR BY
TELEPHONE, WITH ANY GOVERNMENTAL AUTHORITY IN RESPECT OF ANY SUCH FILINGS,
INVESTIGATION, OR OTHER INQUIRY WITHOUT GIVING THE OTHER PARTIES HERETO PRIOR
NOTICE OF THE MEETING AND, TO THE EXTENT PERMITTED BY SUCH