Assumed Lease to return to Sellers, at or prior to Closing,
any and all amounts held as a security deposit under each such Assumed Lease
(such amounts, collectively, the "Lease Security Deposits"), including by
depositing any amount with such landlord or securing a letter of credit or
similar commitment for the benefit of such landlord, as required or contemplated
by such Assumed Lease as a security deposit.
(B)
MEDQUIST SHALL PAY SELLERS AT CLOSING BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS, IN ADDITION TO THE CONSIDERATION REQUIRED PURSUANT
TO SECTION 2.5, AN AMOUNT IN CASH EQUAL TO THE PURCHASED LEASE SECURITY DEPOSITS
(SUCH PAYMENTS, THE "SECURITY DEPOSIT PAYMENTS").
SECTION 5.14
FINANCING AND COOPERATION.
(a)
Purchasers shall use their reasonable best efforts to obtain
debt financing on terms acceptable to Purchasers in their sole discretion in an
amount sufficient to enable Purchasers to pay the Purchase Price (the
"Financing").
In the event that the Purchasers enter into any commitment letter
or other binding agreement to provide the Financing (a "Commitment Letter"), the
Purchasers shall promptly (and in any event within two (2) Business Days after
execution of such Commitment Letter) provide a copy of the Commitment Letter to
the Sellers.
In the event that a Commitment Letter is executed, the Purchasers
shall use their reasonable best efforts to consummate the Financing on the terms
and conditions set forth in the Commitment Letter, including by using reasonable
best efforts to (i) maintain in effect the Commitment Letter
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AND NEGOTIATE A DEFINITIVE AGREEMENT WITH RESPECT TO THE COMMITMENT LETTER ON
THE TERMS AND CONDITIONS SET FORTH IN THE COMMITMENT LETTER (OR ON TERMS NOT
MATERIALLY LESS FAVORABLE, IN THE AGGREGATE, TO THE PURCHASERS, TAKEN AS A WHOLE
THAN THE TERMS AND CONDITIONS IN THE COMMITMENT LETTER), (II) NOT AMEND OR
MODIFY THE TERMS OF THE COMMITMENT LETTER IN ANY MANNER THAT WOULD REASONABLY BE
EXPECTED TO ADVERSELY IMPACT THE ABILITY OF THE PURCHASERS TO CONSUMMATE THE
TRANSACTION PRIOR TO THE OUTSIDE DATE, (III) ENSURE THE ACCURACY OF ALL
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS IN THE COMMITMENT LETTER, (IV)
COMPLY WITH ALL COVENANTS AND AGREEMENTS OF THE PURCHASERS IN THE COMMITMENT
LETTER AND (V) SATISFY ON A TIMELY BASIS ALL CONDITIONS APPLICABLE TO THE
PURCHASERS SET FORTH IN THE COMMITMENT LETTER THAT ARE WITHIN THEIR CONTROL.
(B)
DURING THE PERIOD COMMENCING ON THE DATE OF THIS AGREEMENT AND
ENDING ON THE EARLIER OF (I) THE TERMINATION OF THIS AGREEMENT AND (II) THE
CLOSING, THE SELLERS AGREE (SUBJECT TO SECTION 5.5(A)) TO, AND SHALL USE THEIR
COMMERCIALLY REASONABLE EFFORTS TO CAUSE THEIR RESPECTIVE REPRESENTATIVES,
INCLUDING LEGAL AND ACCOUNTING ADVISORS, TO PROVIDE THE PURCHASERS WITH SUCH
COOPERATION IN CONNECTION WITH THE PURCHASERS' ARRANGEMENT OF THE FINANCING AS
MAY BE REASONABLY REQUESTED BY THE PURCHASERS, INCLUDING (I) ASSISTING IN THE
PREPARATION FOR, AND PARTICIPATING IN, A REASONABLE NUMBER OF MEETINGS,
PRESENTATIONS, DUE DILIGENCE SESSIONS AND SIMILAR PRESENTATIONS TO AND WITH
RATING AGENCIES AND THE PARTIES ACTING AS LEAD ARRANGERS OR AGENTS FOR, AND
PROSPECTIVE