Asset Purchase Agreement among TEKsystems, Inc., Allegis Group, Inc., and Computer Horizons Corp. dated November 7, 2006

 Exhibit 10.1 Execution Version - -------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT BY AND AMONG TEKSYSTEMS, INC. ALLEGIS GROUP, INC. TEKSYSTEMS EF&I SOLUTIONS, LLC AND ALLEGIS GROUP CANADA CORPORATION AND COMPUTER HORIZONS CORP. GBS HOLDINGS PRIVATE LIMITED AND CHC HEALTHCARE SOLUTIONS, LLC dated as of November 7, 2006 - --------------------------------------------------------------------------------  TABLE OF CONTENTS PAGE ARTICLE I. DEFINITIONS; INTERPRETATION..................................................1 1.1 DEFINITIONS.............................................................1 1.3 CONSTRUCTION AND INTERPRETATION........................................12 ARTICLE II. PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES......................13 2.1 PURCHASE AND SALE OF ASSETS............................................13 2.2 EXCLUDED ASSETS........................................................15 2.3 ASSUMED LIABILITIES....................................................16 2.4 EXCLUDED LIABILITIES...................................................16 2.5 NONASSIGNABLE CONTRACTS................................................17 2.6 INSURANCE..............................................................18 2.7 AFFILIATES.............................................................19 ARTICLE III. PURCHASE PRICE..............................................................19 3.1 PURCHASE PRICE.........................................................19 3.2 PURCHASE PRICE ADJUSTMENT..............................................19 3.3 ALLOCATION OF PURCHASE PRICE...........................................20 3.4 CURRENCY CONVERSIONS...................................................20 ARTICLE IV. CLOSING.....................................................................21 4.1 THE CLOSING............................................................21 4.2 SELLER'S CLOSING DELIVERIES............................................21 4.3 PURCHASER'S CLOSING DELIVERIES.........................................23 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF SELLER....................................23 5.1 CORPORATE ORGANIZATION; GOOD STANDING.................................23 5.2 AUTHORIZATION AND EFFECT OF AGREEMENT.................................24 5.3 NO CONFLICT...........................................................24 5.4 FINANCIAL STATEMENTS AND RELATED FINANCIAL MATTERS....................25 5.5 ABSENCE OF CHANGES....................................................27 5.6 COMPLIANCE WITH LAWS; PERMITS.........................................27 5.7 SUFFICIENCY OF ASSETS.................................................27 5.8 TITLE TO ASSETS.......................................................27 i  TABLE OF CONTENTS (continued) PAGE 5.9 REAL PROPERTY.........................................................28 5.10 INSURANCE.............................................................28 5.11 INTELLECTUAL PROPERTY.................................................29 5.12 LEGAL PROCEEDINGS.....................................................31 5.13 MATERIAL CONTRACTS....................................................31 5.14 LABOR AND EMPLOYMENT MATTERS..........................................33 5.15 EMPLOYEE BENEFIT PLANS................................................35 5.16 GUARANTEES............................................................38 5.17 ENVIRONMENTAL, SAFETY AND HEALTH MATTERS..............................38 5.18 TAX MATTERS...........................................................39 5.19 CUSTOMER RELATIONS; WARRANTIES........................................42 5.20 BROKERS...............................................................42 5.21 RELATED PARTY TRANSACTIONS; NO IMPROPER PAYMENTS OR INFLUENCE.........42 5.22 PERFORMANCE UNDER CLIENT CONTRACTS....................................44 5.23 DISCLOSURE............................................................44 ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF PURCHASER.................................44 6.1 CORPORATE ORGANIZATION................................................44 6.2 AUTHORIZATION AND EFFECT OF AGREEMENT.................................44 6.3 NO CONFLICT...........................................................45 6.4 LITIGATION............................................................45 6.5 BROKERS...............................................................45 6.6 FINANCIAL ABILITY.....................................................45 6.7 DISCLOSURE............................................................46 ARTICLE VII. COVENANTS...................................................................46 7.1 PRESS RELEASES........................................................46 7.2 REGULATORY FILINGS; STEPS TO OBTAIN SHAREHOLDER APPROVAL..............46 7.3 EXCLUSIVITY...........................................................47 7.4 INVESTIGATION BY PURCHASER............................................48 7.5 CONFIDENTIAL NATURE OF INFORMATION....................................49 7.6 OPERATION OF THE BUSINESS.............................................49 ii  TABLE OF CONTENTS (continued) PAGE 7.7 PERSONNEL MATTERS.....................................................50 7.8 GENERAL POST CLOSING MATTERS..........................................52 7.9 BEST EFFORTS..........................................................56 7.10 CLIENT MEETINGS.......................................................57 7.11 DETERMINATION OF PURCHASE PRICE ALLOCATION............................57 7.12 BRINGDOWN REPORTS.....................................................57 ARTICLE VIII.CONDITIONS TO CLOSING.......................................................57 8.1 CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER......................57 8.2 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.........................59 ARTICLE IX. INDEMNIFICATION.............................................................61 9.1 INDEMNIFICATION BY SELLER.............................................61 9.2 INDEMNIFICATION BY PURCHASER..........................................62 9.3 NOTICE OF CLAIMS......................................................62 9.4 PROCEDURE FOR THIRD PARTY CLAIMS......................................63 9.5 CLAIMS PERIOD; SURVIVAL...............................................65 9.6 LIMITS ON INDEMNIFICATION.............................................66 9.7 EXCLUSIVE REMEDY......................................................66 ARTICLE X. TERMINATION.................................................................66 10.1 TERMINATION...........................................................66 10.2 EFFECT OF TERMINATION.................................................67 10.3 TERMINATION FEE; TERMINATION EXPENSES.................................67 ARTICLE XI. MISCELLANEOUS...............................................................68 11.1 NOTICES...............................................................68 11.2 EXPENSES..............................................................69 11.3 SUCCESSORS AND ASSIGNS; GUARANTEE OF AFFILIATE OBLIGATIONS............69 11.4 WAIVER................................................................69 11.5 ENTIRE AGREEMENT......................................................70 11.6 AMENDMENTS, SUPPLEMENTS, ETC..........................................70 11.7 RIGHTS OF THE PARTIES.................................................70 iii  TABLE OF CONTENTS (continued) PAGE 11.8 FURTHER ASSURANCES....................................................70 11.9 BULK SALES............................................................70 11.10 PASSAGE OF TITLE AND RISK OF LOSS.....................................71 11.11 APPLICABLE LAW; DISPUTE RESOLUTION; JURY TRIAL WAIVER.................71 11.12 EXECUTION IN COUNTERPARTS.............................................71 11.13 TITLES AND HEADINGS...................................................71 EXHIBITS: A.................. Form of Bill of Sale B.................. Form of Stock Power C.................. Form of Assumption Agreement D.................. Form of Transition Services Agreement E.................. Form of Non-Compete F.................. Form of License Agreement G.................. Form of Certificate of Non-U.S. Real Property Interest H.................. Form of Seller's Counsel's Opinion I.................. Letter to Investissement Quebec J.................. Form of Purchaser's Counsel's Opinion K.................. Form of Solvency Certificate SCHEDULES: 1.1(a)............ Reserve Calculation Methodology 1.1(b)............ Seller's Knowledge 2.1(b)(iii) ...... Tangible Personal Property 2.2(g)............ Excluded Contracts 2.2(j)............ Excluded Assets 2.4(d)............ Excluded Liabilities 5.1(b)............ Seller Subs 5.1(c)............ Foreign Qualifications 5.3(a)............ No Conflict 5.3(b)............ Approvals 5.4(c)............ Financial Statements 5.4(g)............ Bank Accounts 5.5(a)............ Absence of Changes 5.5(b)............ Absence of Changes 5.6(b)............ Permits 5.9............... Exceptions to Real Property 5.10.............. Insurance iv  TABLE OF CONTENTS (continued) PAGE 5.11(a) ......... Patents, Trademarks and Copyrights 5.11(b)........... Inbound License Agreements 5.11(c)........... Outbound License Agreements 5.11(d)........... Owned Software 5.11(e)........... Owned Technical Identifiers 5.11(o)........... Maintenance and Support Obligations 5.12.............. Legal Proceedings 5.13(a)........... Material Contracts 5.13(b)........... Exceptions to Material Contracts 5.14(a)........... Business Personnel 5.14(b)........... Labor & Employment Matters 5.15(a)........... Employee Benefit Plans 5.15(f)........... Agreements Causing Acceleration 5.16.............. Guarantees 5.18.............. Tax Matters 5.18(g)........... Canadian Tax Assessment / Reassessment Notices 5.19(a)........... Customer Relations 5.19(c)........... Warranties 5.20.............. Seller's Brokers 5.21.............. Related Party Transactions; No Improper Payments or Influence 8.1(f)............ Approvals to be Delivered 8.1(m)............ Client Consents 8.2(e)............ Seller's Approvals to be Delivered v  ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into as of November 7, 2006 by and among TEKSYSTEMS, INC., a Maryland corporation ("PURCHASER"), TEKSYSTEMS EF&I SOLUTIONS, LLC, a Maryland limited liability company ("TEFIS"), ALLEGIS GROUP CANADA CORPORATION, a Nova Scotia unlimited liability corporation ("AGCC"), COMPUTER HORIZONS CORP., a New York corporation ("SELLER"), GBS HOLDINGS PRIVATE LIMITED, a corporation organized under the laws of Mauritius ("GBS"), CHC HEALTHCARE SOLUTIONS, LLC, a Maryland limited liability company ("HEALTHCARE SUB" and, together with Seller and GBS, the "SELLER PARTIES"), and, solely for purposes of Section 11.14, Allegis Group, Inc., a Maryland corporation (the "SPONSOR"). Purchaser, TEFIS, AGCC, Sponsor, GBS, Healthcare Sub and Seller are sometimes referred to herein individually as a "PARTY" and collectively as the "PARTIES." WHEREAS, through the Seller's Commercial Services Business Unit, the Seller Entities (as defined herein) are and have been engaged in the business (the "Business") of (1) providing skilled information technology personnel to clients on a temporary basis, including support personnel, programmers, architects and project managers and (2) providing clients with a range of technical knowledge and solutions, focusing on application management and support, application development and software quality management; and WHEREAS, the Seller Parties desire to sell and assign to Purchaser, TEFIS and AGCC, and Purchaser, TEFIS and AGCC desire to purchase and assume from the Seller Parties, substantially all of the assets of the Business (other than the Excluded Assets (as defined herein)) and the Assumed Liabilities (as defined herein) on the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties hereto agree as follows: - -------------------------------------------------------------------------------- ARTICLE I. DEFINITIONS; INTERPRETATION - -------------------------------------------------------------------------------- 1.1 DEFINITIONS. The terms defined in this Section 1.1 shall, for all purposes of this Agreement, have the meanings herein specified: "ACQUISITION AGREEMENTS" means, interchangeably and collectively as context requires, this Agreement, the Non-Compete, the License Agreement, the Transfer Documents, the Transition Services Agreement and the Assumption Agreement. "ACTION" means any action, claim, proceeding, arbitration or suit (whether civil, criminal, administrative or judicial), or any appeal therefrom (including any claim, audit, litigation, administrative proceeding or arbitration against any Person involving any matter related to employment including, but not limited to, claims of discrimination, claims of unpaid wages, claims of wrongful discharge, claims of unfair labor practices, workers' compensation claims, and claims related to occupational safety and health law).  "AFFILIATE" has the meaning given to that term in Rule 405 under the Securities Act, and includes any Subsidiary. "ALTERNATIVE TRANSACTION" means (other than the transactions contemplated by this Agreement) a transaction involving the acquisition of all or a substantial portion of the Assets (but not a material portion of any of Seller's other assets) whether through asset purchase, merger, consolidation or other business combination. "APPROVAL" means any approval, authorization, consent, license, franchise, order, registration, permit or other confirmation of or by, filing with, or notice to, a Person. "ARM'S LENGTH" has the meaning set out in the ITA. "BENCHMARK NET WORKING CAPITAL" means Twenty-Five Million Dollars ($25,000,000). "BUSINESS DAY" means any day except Saturday, Sunday or any day on which banks are authorized or required by Law to close in New York, New York. "BUSINESS PERSONNEL" means, interchangeably and collectively as context requires, Employees and individuals engaged as independent contractors (whether engaged on an individual basis or through another Person) in connection with the Business. "CANADA INTERCOMPANY NOTE" means a promissory note dated December 23, 1998 from Canada Sub to Seller in the amount (as of the date hereof) of CAN$22,133,580. "CANADA BENEFIT PLANS" means Canada Plans that are not Pension Plans. "CANADA PLANS" means Plans for which Canada Sub or an Affiliate of Canada Sub (which Affiliate is incorporated or organized in Canada) is the Plan Sponsor. "CANADA SUB" means Computer Horizons (Canada) Corp., an Ontario corporation. "CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. ss.ss. 9601 ET SEQ. "CIT" means CIT Group/Business Credit, Inc. "CODE" means the Internal Revenue Code of 1986, as amended. "CONTRACT" means any written or oral agreement, lease (including all real and personal property leases), mortgage, policy, plan, instrument, contract, note, power of attorney, insurance policy covenant, guaranty arrangement, escrow account, commitment or other instrument. "CONTROLLED GROUP BENEFIT PLAN" means "employee benefit plan", as such term is defined in Section 3(3) of ERISA, that provides welfare, retirement or deferred compensation benefits, and each other employment, bonus, incentive compensation, severance, salary continuation, change of control, retention, stock option, other equity based performance, vacation, sick leave, holiday pay, fringe benefit, reimbursement program, incentive, insurance, welfare, or other -2-  employee benefit plan, program, agreement or policy that provides benefits or compensation and that is maintained by any Seller Entity or any ERISA Affiliate, or to which any Seller Entity or any ERISA Affiliate contributes, has any obligation to contribute, or is a party. "COPYRIGHTS" means all copyrights, the content contained on or the "look and feel" of any World Wide Web site, all mask works, registrations and applications for any of the foregoing, and the right to sue for past infringement for any of the foregoing. "DAMAGES" means any damages, Liabilities, losses, fines, penalties, judgments, awards, costs or expenses (including, without limitation, reasonable attorneys' fees or any other reasonable out-of-pocket expenses) arising from or incurred in connection with any Action. "DOLLARS" and "$" shall mean United States Dollars. "ELIGIBLE EMPLOYEE" means an employee of Canada Sub who (i) holds, in the course of carrying out the Eligible Contract, a full-time job, with a minimum of 26 hours of work a week, for a stipulated minimum of 40 weeks, (ii) spends at least seventy-five percent (75%) of his or her time and duties devoted to carrying out, supervising or directly supporting activities carried out in the course of the Eligible Contract, and (iii) is not a shareholder of Canada Sub. "ELIGIBLE CONTRACT" means the Master Consulting Agreement dated as of January 3, 2005 between Seller and Canada Sub, which Master Consulting Agreement has been approved by Investissement Quebec as the "eligible contract" for purposes of Canada Sub's participation in the refundable tax credit program for Major Employment-Generating Projects offered by Investissement Quebec. "EMPLOYEE" means any employee of any Seller Entity or any ERISA Affiliate employed or formerly employed in the operation of the Business (including those who are actively employed or on leave, disability or other absence from employment, and including officers). "ENVIRONMENTAL LAWS" means all Laws relating to the protection of the environment, safety or health; the conservation, management, or use of soil, land surface, subsurface strata, wildlife, plants, surface water, groundwater, ambient air, and other natural resources; or the management, manufacture, processing, distribution, emission, discharge, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation or handling of, or exposure to any Hazardous Substances including CERCLA, the Resource Conservation and Recovery Act, 42 U.S.C. ss.ss. 690 ET SEQ., the Clean Water Act, 33 U.S.C. ss.ss. 1251 ET SEQ., the Clean Air Act, 42 U.S.C. ss.ss. 7401 ET SEQ. and the Toxic Substances Control Act, 15 U.S.C. ss.ss. 2601 ET SEQ., each as amended and any "transaction triggered" or "responsible property transfer" statute or similar requirement. "ENVIRONMENTAL PERMITS" means any federal, state, provincial or local permit, license, registration, consent, order, administrative consent order, certificate, approval or other authorization necessary for the operation of the Business or use of any owned Real Property or Leased Property as currently operated or used. "ERISA" means the United States Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder. -3-  "ERISA AFFILIATE" means any other trade or business, whether or not incorporated, which, together with any Seller Entity, is or would be treated as a single employer under Section 4001(b) of ERISA (excluding any such subsidiary or trade or business only employing persons with no U.S. source income, as defined in Section 862 of the Code). "ETA" means the Canadian Excise Tax Act, as amended. "EXCHANGE ACT" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "EXCLUDED SUBS" means, interchangeably and collectively as context requires, GBS, Healthcare Sub, Horizon Enterprises, Inc., Horizon Technologies, Inc., Computer Horizons E-Solutions (Europe) Ltd., GBTS America LLC, Integrated Computer Management, Inc., CG Computer Services Corp., CHC/Prince Co., Inc. (f/k/a Princeton Softech, Inc.), Computer Horizons Web Development Corp., eB Networks, Inc., eB Networks, LLC, G. Triad Development Corp., Millenium Users Group, Inc., Spargo Holdings, Inc., Spargo Holdings II, Inc. and Strategic Outsourcing Services, Inc. "FACILITIES" means the real property leased by (i) Canada Sub at 2700 Matheson Boulevard East, 4th Floor, Mississauga, Ontario, (ii) Canada Sub at 1500 University Avenue, Montreal, Quebec, and (iii) India Sub at SAI Business Point, No. 17, Mount Road, Chennai, India. "FACILITY LEASES" means the leases or leave and license agreements pursuant to which Canada Sub or India Sub, as applicable, leases the Facilities. "GAAP" means United States generally accepted accounting principles as in effect on the applicable date, consistently applied. "GBTSA, INC." means GBTS America, Inc., a Delaware corporation. "GOVERNMENTAL AUTHORITY" means any federal, state or local or foreign government or any court, administrative, arbitrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign. "HAZARDOUS SUBSTANCES" means any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, pollutant, contaminant or material that (a) is defined, listed, identified or regulated as a "hazardous waste," "hazardous material" or "hazardous substance", "pollutant," "contaminant," "toxic substance" or words of similar meaning and regulatory effect under CERCLA, the Resource Conservation and Recovery Act or any other Environmental Law (including petroleum, petroleum derivatives and products and fractions thereof) and (b) requires investigation, removal or remediation under Environmental Law. "INACTIVE CONTRACT" means a Contract to which any Seller Party is a party and under which there are no unperformed duties of, and no rights accruing to, such Seller Party as of the Closing Date. -4-  "INBOUND LICENSE AGREEMENT" means any License Agreement pursuant to which any Seller Entity is granted any rights in any Intellectual Property. "INDEMNIFIED PARTY" means any party entitled to indemnification pursuant to Article IX. "INDEMNIFYING PARTY" means any party required to indemnify an Indemnified Party pursuant to Article IX. "INDIA INTERCOMPANY PAYABLE" means the collective net intercompany payables from GBS, India Sub and GBTSA, Inc. to Seller appearing on the books of GBS, India Sub and GBTSA, Inc., which net amount is $319,000 as of the date hereof. "INDIA PLANS" means Plans for which India Sub or an Affiliate of India Sub is the Plan Sponsor. "INDIA SUB" means Global Business Technology Services Private Limited, a corporation organized under the laws of India. "INDIA TAX ACT" means the Indian Income-Tax Act of 1961, as amended. "INTELLECTUAL PROPERTY" means, interchangeably and collectively as context requires, the following: (a) Copyrights; (b) Patents; (c) Trademarks; (d) Trade Secrets; (e) rights of publicity and privacy relating to the use of the names, likenesses, voices, signatures and biographical information of natural Persons; (f) all rights with respect to Software, to the extent not otherwise embodied in the foregoing clauses (a)-(e); (g) all rights with respect to Technical Identifiers, to the extent not otherwise embodied in the foregoing clauses (a)-(e); and (h) all moral rights and/or rights of attribution and/or integrity in any of the foregoing. "ITA" means the Canadian Income Tax Act, as amended. "LAWS" means all applicable federal, state, local or foreign laws (including common law), codes, statutes, ordinances, orders, judgments, arbitration awards, decrees, administrative or judicial promulgations, injunctions, determinations, approvals, rules, regulations, permits, certificates, licenses and authorizations of, and agreements with, all Governmental Authorities with jurisdiction having the force of law and binding on or affecting the Person referred to in the context in which such word is used, including all Environmental Laws. "LIABILITY" means any debt, liability, loss, commitment or obligation of any kind, character or nature whatsoever, secured or unsecured, accrued, fixed, absolute, contingent or otherwise, and whether due or to become due. "LICENSE AGREEMENT" means any agreement (including, without limitation, any outstanding decrees, orders, judgments, settlement agreements or stipulations) pursuant to which a Person is granted any rights in any Intellectual Property, including any right to distribute, promote, market or sell any Intellectual Property. "LICENSED INTELLECTUAL PROPERTY" means Intellectual Property in which any Seller Entity is granted any rights pursuant to an Inbound License Agreement. -5-  "LIENS" means all mortgages, hypothecs, liens, pledges, security interests, charges, claims, restrictions, leases, possessory rights, options, rights of first refusal, covenants, easements, title and survey matters and any other encumbrance of any kind or character. "LEASED REAL PROPERTY" means any and all real property in which any Seller Entity has any leasehold interest. "MATERIAL ADVERSE EFFECT" means with respect to a Party other than a Seller Entity, any event, change or effect that has occurred that (when taken together with all other events, changes or effects that have occurred) is likely to prevent or materially delay the performance of a Party under this Agreement or the transactions contemplated hereby. "MEDICAL LEAVE" means, in respect of any Business Personnel of Canada Sub, any leave of absence from active employment for medical reasons, statutorily authorized or otherwise, including sick leave, short term disability leave, long term disability leave and workplace safety and insurance leave, worker's compensation leave or health and safety leave. "NET WORKING CAPITAL" means the following Assets and Liabilities of the Business transferred to the Purchaser Entities pursuant to SECTIONS 2.1 and 2.3 below, determined as of the Closing Date in accordance with GAAP (except to the extent item (c)(iii) below and the reserve calculation methodology set forth on SCHEDULE 1.1(A) deviates from GAAP, if at all) and the requirements of SCHEDULE 1.1(A) and SECTION 3.2: (a) the accounts receivable, less a reserve for uncollectible accounts calculated in accordance with the methodology set forth on SCHEDULE 1.1(A); (b) PLUS the other current assets (but in no event shall the Quebec Tax Receivable be included in other current assets); (c) LESS the sum of: (i) the accounts payable; (ii) the accrued payroll expenses; and (iii) the other accrued expenses. "NYBCL" means the New York Business Corporation Law as in effect from time to time. "ORDINARY COURSE" means the ordinary course of the Business, consistent with past practice in nature, scope and magnitude; provided, the definition of "Ordinary Course" excludes any and all actions requiring any approval or consent of the Seller Board, any committee of the Seller Board, the shareholders of Seller, or the board of directors (or any committee thereof), manager(s), shareholders, members or partners of any Affiliate of Seller (including, for avoidance of doubt, any of the Seller Subs). -6-  "ORGANIZATIONAL DOCUMENTS" means (a) with respect to a corporation, the corporation's articles or certificate of incorporation and by-laws; or (b) with respect to a limited liability company, the limited liability company's articles or certificate of organization or formation and operating agreement; (c) with respect to a partnership, the partnership's certificate of partnership and partnership agreement; (d) with respect to a trust, the trust's certificate or declaration of trust and other governing instruments; (e) with respect to any other form of entity, the documents that are reasonably similar to the documents described in the preceding clauses (a) through (d); and (f) all amendments and supplements to any of the foregoing. "OTHER CANADIAN LEASES" means any and all leases under which Canada Sub leases real property other than the Lease dated September 27, 2002 between Ivanhoe Cambridge Inc., 9084-4069 Quebec Inc. and Canada Sub relating to at 1500 University Avenue, Montreal, Quebec. "OUTBOUND LICENSE AGREEMENT" means any License Agreement pursuant to which any Seller Entity grants any rights in any Owned Intellectual Property to any other Person. "OWNED INTELLECTUAL PROPERTY" means Intellectual Property owned by any Seller Entity. "OWNED TECHNICAL IDENTIFIER" means a Technical Identifier owned by, allocated to (in the case of ranges of internet protocol addresses and individual internet protocol addresses), or issued to (in the case of secure socket layer certificates and Software code signing certificates) any Seller Entity. "OWNED SOFTWARE" means Software included in the Owned Intellectual Property. "PATENTS" means all patents, industrial designs and invention disclosures, including any continuations, divisionals, continuations-in-part, renewals, reissues and applications for any of the foregoing, and the right to sue for past infringement thereof. "PENSION PLANS" means those Canada Plans that provide pension benefits for the benefit of current or former Business Personnel of Canada Sub, and their respective beneficiaries. "PERMITS" means all notifications, licenses, permits (including environmental, construction and operation permits), governmental franchises, registrations, certificates, approvals, exemptions, classifications, registrations and other similar documents, rights and authorizations issued by any Governmental Authority, including Environmental Permits, but not including any Patents, Copyrights and Trademarks. "PERMITTED LIENS" means: (a) liens imposed by Law for Taxes, assessments or charges or claims by Governmental Authorities that are not yet due or are being properly contested, which contest tolls collection of such taxes and the lien thereof and provided that reasonably acceptable reserves are being maintained; (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's, landlords' and other like liens imposed by Law or contract, arising in the Ordinary Course and securing obligations that are not due and payable; (c) solely with respect to personal property, pledges and deposits made in the Ordinary Course in compliance with workers' compensation, unemployment insurance and other social security Laws or regulations; and (d) solely with respect to personal property, deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety, indemnity and appeal bonds, performance -7-  and return-of-money and fiduciary bonds and other obligations of a like nature, in each case in the Ordinary Course. "PERSON" means an individual, a sole proprietorship, a partnership, a corporation, an association, an institution, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization, or a Governmental Authority or any other legal entity. "POTENTIAL ACQUIRER" means the person making an inquiry, offer or proposal with respect to an Alternative Transaction or a Total Company Sale. "PROPOSED TOTAL COMPANY SALE" means, collectively, (a) the transactions to be consummated under this Agreement, and (b) the transactions that Seller is separately and contemporaneously negotiating for the sale of Seller's business units other than Seller's Commercial Services Business Unit. "PURCHASER ENTITIES" means, collectively, Purchaser, Sponsor, TEFIS and AGCC. "QUEBEC SALES TAX ACT" means an Act Respecting the Quebec Sales Tax. "QUEBEC TAX RECEIVABLE" means the refundable tax credit payable by Revenu Quebec to Canada Sub with respect to the E-Commerce tax credit program for tax years 2005 and 2006. "RELEASE" shall have the meaning assigned thereto in CERCLA, the Resource Conservation and Recovery Act, the Federal Clear Water Act, or any other Environmental Law defining such term. "REMEDIAL ACTION" means all actions required by Governmental Authority pursuant to Environmental Law or otherwise taken as necessary to comply with any Environmental Law to (i) clean up, remove, treat or in any other way remediate any Hazardous Substances; (ii) prevent the Release or threatened Release of Hazardous Substances so that they do not migrate or endanger or threaten to endanger public health or welfare or the environment; (iii) perform studies, investigations or monitoring in respect of any such matter; or (iv) comply with any Environmental Law. "REPRESENTATIVES" means with respect to any Person, its stockholders, employees, officers, directors, investment bankers, accountants, attorneys, agents, representatives or Affiliates. "SECURITIES ACT" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "SELLER BOARD" means the board of directors of Seller. "SELLER ENTITIES" means, interchangeably and collectively as context requires, Seller, each of the Seller Subs, and each of the Excluded Subs. "SELLER MATERIAL ADVERSE EFFECT" means a material adverse effect on the business, financial condition or results of operations of the Business or the -8-  ability for any Seller Party to consummate the transactions contemplated by this Agreement, except in each case for any such effects resulting from, arising out of, or relating to (a) the taking of any action or incurring of any expense in connection with this Agreement or the transactions contemplated hereby, (b) any change in or interpretations of GAAP, (c) any change in interest rates or general economic conditions in the industries or markets in which Seller or any of its subsidiaries operates or affecting United States or foreign economies in general or the United States or foreign financial, banking or securities markets, (d) any action taken by Purchaser or any of its Affiliates, or (e) any natural disaster or act of God. Seller Material Adverse Effect does not include any changes, events, conditions, or effects relating solely to Purchaser or its subsidiaries' or Affiliates' financial condition, results of operations or business. "SELLER'S KNOWLEDGE" (and any similar phrase) shall mean the best knowledge, after reasonable inquiry, of the Persons named in and acting in the capacities described on SCHEDULE 1.1(B) or any of his or her direct reports. "SOFTWARE" means all (a) computer programs, including software implementations of algorithms, models and methodologies, whether in source code or object code form; (b) libraries, functions, subroutines, development tools, interfaces, displays and other work product or tools used to design, plan, organize, develop, implement or operate any computer program; (c) databases and compilations, including data and collections of data, in any form or format whatsoever, and (d) documentation, including user manuals, training materials, design documents and flowcharts relating to any of the foregoing. "SOLVENT" means, when used with respect to any person or entity, that at the time of determination it is then able and expects to be able to pay its debts as they mature and it has capital sufficient to carry on its business as conducted as proposed to be conducted. "SOURCE CODE" means the source code for (a) Owned Software and/or (b) Software included in the Licensed Intellectual Property. "SUBSIDIARY" has the meaning given to that term in Rule 1-02 of Regulation SX under the Securities Act. "SUPERIOR ALTERNATIVE TRANSACTION" means an Alternative Transaction on terms that the Seller Board determines, in good faith, based upon consultations with its outside legal counsel and its financial advisor, that if consummated, is more favorable to Seller's shareholders than the transactions contemplated by this Agreement. "TAX" or "TAXES" means any or all federal, state, county, local, foreign and other taxes, governmental assessments, levies, charges, fees and duties of any kind whatsoever, including income taxes, profit taxes, franchise taxes, capital taxes, use taxes, gross receipts taxes, sales taxes, value added taxes, goods and services taxes, occupation taxes, real property taxes, transfer taxes, excise taxes, personal property taxes, ad valorem taxes, payroll related taxes, employment taxes, social security taxes, license fees, import and export duties, and any estimated withholding, or minimum taxes with respect thereto, together with any related penalties, fines, additions to tax or interest. -9-  "TECHNICAL IDENTIFIERS" means (a) internet domain names; (b) ranges of internet protocol addresses and, to the extent not included in such ranges, individual internet protocol addresses, but not including any such addresses within the three blocks reserved by the Internet Assigned Numbers Authority for private internets (i.e., 10.0.0.0/8, 172.16.0.0/12 and 192.168.0.0/15); (c) secure socket layer certificates; (d) Software code signing certificates; and (e) telephone numbers and telephone directory listings. "THIRD PARTY SOFTWARE" means Software not owned by any Seller Entity. "TOTAL COMPANY SALE" means a merger or consolidation in which Seller would not be the surviving entity, a purchase of all of the outstanding capital stock of Seller, or an acquisition of all or substantially all of Seller's assets (including, for avoidance of doubt, the assets of all of Seller's business units, and not merely Seller's Commercial Services Business Unit). "TRADEMARKS" means all trademarks, service marks, trade names, trade dress, designs, logos, emblems, signs or insignia, slogans, and other similar designations of source or origin, together with all goodwill symbolized by any of the foregoing, registrations and applications for any of the foregoing, and the right to sue for past infringement thereof. "TRADE SECRETS" means any and all forms and types of technology, trade secrets and other confidential information, know-how, customer lists, prospect lists, business plans, inventions, proprietary processes, formulae, algorithms, models and methodologies. "US PLANS" means, interchangeably and collectively as context requires, all Plans that are neither a Canada Plan or an India Plan. "WARN ACT" means the Worker Adjustment and Retraining Act, Public Law 100-379. "WIRE" means a wire transfer, in Dollars, of immediately available funds sent in accordance with instructions provided by the recipient of the wire transfer. 1.2 ADDITIONAL DEFINED TERMS In addition to the terms defined in Section 1.1, each of the following terms is defined in the Section set forth opposite such term: TERM SECTION ---- ------- AGCC.................................................Preamble 91-180 Account.................................7.8(e)(iii)(C) Agreement............................................Preamble Assets.................................................2.1(b) Assumed Contracts..................................2.1(b)(iv) Assumed Liabilities.......................................2.3 Assumption Agreement................................4.2(a)(v) Auditor............................................3.2(c)(ii) Base Balance Sheet................................2.1(b)(xii) Base Balance Sheet Date...........................2.1(b)(xii) Benefit Cutoff Time.................................7.7(b)(i) -10-  Bill of Sale........................................4.2(a)(i) Bring-Down Statements.................................7.12(c) Business.............................................Recitals Claim Notice..............................................9.3 Claims Period..........................................9.5(a) Client Contract...................................5.13(a)(iv) Closing...................................................4.1 Closing Date..............................................4.1 COBRA..............................................7.7(b)(vi) Completed Obligations....................................5.22 Escrow Agent........................................4.2(b)(i) Excess Amount.......................................3.2(f)(i) Excluded Assets...........................................2.2 Excluded Liabilities......................................2.4 Final Net Working Capital..............................3.2(d) Final Statement........................................3.2(d) Financial Statements...................................5.4(b) GBS..................................................Preamble GBS India Shares...................................2.1(a)(ii) Guarantees...............................................5.16 Healthcare Sub.......................................Preamble HSR Act................................................8.1(d) India Sub Shares..................................2.1(a)(iii) Insurance.................................................2.6 IP Transfer Documents.............................4.2(a)(iii) License Agreement................................4.2(a)(viii) Material Contracts....................................5.13(a) Non-Compete.......................................4.2(a)(vii) Over 180 Account...............................7.8(e)(iii)(C) Parties..............................................Preamble Plan Sponsor..........................................5.15(a) Plans.................................................5.15(a) Proposed Net Working Capital...........................3.2(a) Proposed Statement.....................................3.2(a) Purchase Price............................................3.1 Purchaser............................................Preamble Purchaser Compliance Certificate.......................4.3(h) Purchaser Indemnitees.....................................9.1 Records.............................................7.8(b)(i) Response Period........................................9.4(a) Retained Records....................................7.8(b)(i) Seller...............................................Preamble Seller Board Approval..................................5.2(b) Seller Compliance Certificate.......................4.2(a)(x) Seller Indemnitees........................................9.2 Seller India Shares...............................2.1(a)(iii) -11-  Seller Parties.......................................Preamble Seller Sub..........................................2.1(b)(i) September 30 Statements...............................7.12(b) Shortfall Amount...................................3.2(f)(ii) Sponsor..............................................Preamble Statement Dispute Notice...............................3.2(b) Statement Disputed Matters.............................3.2(b) Stock Power........................................4.2(a)(ii) Shareholder Approval...................................8.1(g) Subsidiary Shares..................................2.1(a)(iv) TEFIS................................................Preamble Termination Fee.......................................10.3(a) Third Party Action.....................................9.4(a) Third Party Action Notice..............................9.4(a) Threshold..............................................9.6(a) Transfer...............................................2.1(a) Transfer Documents.................................4.2(a)(iv) Transferred Intellectual Property..................2.1(b)(vi) Transferred Personnel..................................7.7(a) Transferred Tangible Personal Property............2.1(b)(iii) Transition Services Agreement......................4.2(a)(vi) Withheld Amount........................................4.2(b) Withholding Certificate................................4.2(b) 1.3 CONSTRUCTION AND INTERPRETATION Unless the context of this Agreement otherwise clearly requires, (a) references to the plural include the singular, and references to the singular include the plural, (b) references to any gender include the other genders, (c) the words "include," "includes" and "including" do not limit the preceding terms or words and shall be deemed to be followed by the words "without limitation", (d) the terms "hereof", "herein", "hereunder", "hereto" and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, (e) the terms "day" and "days," if not capitalized, mean and refer to calendar day(s) and (f) the terms "year" and "years" mean and refer to calendar year(s). Unless otherwise set forth herein, each reference in this Agreement to any document, instrument or agreement (including this Agreement) (A) includes and incorporates all schedules and other attachments thereto, (B) includes all documents, instruments or agreements issued or executed in replacement thereof, and (C) means such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified or supplemented from time to time in accordance with its terms and in effect at any given time. All Article, Section and Schedule references herein are to Articles, Sections and Schedules of this Agreement, unless otherwise specified. All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP. All references in this Agreement to Seller shall, notwithstanding the absence of explicit references, be deemed to include, respectively, the Seller Subs to the extent necessary to give effect to Article II. -12-  - -------------------------------------------------------------------------------- ARTICLE II. PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES - -------------------------------------------------------------------------------- 2.1 PURCHASE AND SALE OF ASSETS. (a) TRANSFER. Except as otherwise expressly set forth in SECTION 2.2, on the terms and subject to the conditions hereof, at the Closing, Seller will sell, transfer, convey, assign and deliver ("TRANSFER") to Purchaser, and Purchaser will purchase and acquire from Seller, all the Assets (as defined below); PROVIDED, HOWEVER, that: (i) Healthcare Sub shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase from Healthcare Sub, all of the Assets held by Healthcare Sub; (ii) GBS shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase from GBS, all of the shares of capital stock of India Sub held by GBS (the "GBS INDIA SHARES"); (iii) Seller shall sell, transfer, convey, assign and deliver to TEFIS, and TEFIS shall purchase from Seller, all of the shares of capital stock of India Sub held by Seller (the "SELLER INDIA SHARES" and, together with the GBS India Shares, the "INDIA SUB SHARES"); and (iv) Seller shall sell, transfer, convey, assign and deliver to AGCC, and AGCC shall purchase from Seller, all of the shares of capital stock of Canada Sub (together with the India Sub Shares, the "SUBSIDIARY SHARES"). (b) SCOPE OF ASSETS. The "Assets" consist of all the properties and rights of the Seller Entities, whether tangible or intangible, used or held for use in the Business, including the following: (i) All ownership interests in Subsidiaries of Seller, other than the Excluded Subs, that are engaged in or relate to the Business, including Canada Sub, India Sub and GBTSA, Inc. (each, a "SELLER SUB"), and all goodwill associated with the portion of the Business conducted by each such Seller Sub; (ii) Each and every Seller Entity's interests in the Facilities and the Facility Leases; (iii) All tangible personal property (collectively, the "TRANSFERRED TANGIBLE PERSONAL PROPERTY"), owned by any Seller Entity and used or held for use in the Business, wherever located, including those items listed on SCHEDULE 2.1(B)(III); (iv) All Contracts relating to the Business to which any Seller Entity is a party, including all Material Contracts, but not including any of the Contracts listed on SCHEDULE 2.2(G) and not including any Inactive Contracts (collectively, the "ASSUMED CONTRACTS"), and all rights of every Seller Entity in each Assumed Contract; -13-  (v) All accounts, notes and other receivables relating to the Business of any and all Seller Entities as of the Closing and all rights to bill and receive payment for services performed or products sold by the Business but unbilled or unpaid as of the Closing; (vi) All Owned Intellectual Property used in or relating to the Business and all rights of any and all Seller Entities therein (the "TRANSFERRED INTELLECTUAL PROPERTY"); (vii) All transferable Permits issued to any Seller Entity by any Governmental Authority that relate to the Business; (viii) All prepaid expenses, advances to third parties and deposits with third parties of any and all Seller Entities as of the Closing relating to the Business other than payments made in support of Seller's general overhead (such as, for example, advance payments for software licenses used to support Seller's general ledger or email or telephone); PROVIDED, for avoidance of doubt, that such payments made in support of Seller's general overhead shall not be included in the calculation of Net Working Capital; (ix) All Records, including all Organizational Documents, corporate records and minute books of the Seller Subs; (x) All rights and interests of any and all Seller Entities as of the Closing in and to indemnity claims, judgments, rights of recovery, rights of set-off and causes of action of the Business against third parties in each case; all insurance, warranty and condemnation proceeds received after the Closing Date with respect to damage, nonconformance of or loss to the Assets occurring on or prior to the Closing Date; all rights to proceeds under insurance policies in respect of any such damage or loss; and all rights to enforce restrictive covenants (including non-competition, non-solicitation, non-hire and confidentiality provisions) contained in any Contract with any current or former Business Personnel, even if such Contract is not an Assumed Contract; (xi) All advertising, marketing and promotional materials, and all other printed, written or electronic materials prepared for use in the Business; (xii) All such other assets, properties, interests in properties and rights owned by any and all Seller Entities as of the Closing that relate to, are used in, or are necessary to the operation of the Business, including those which are: (a) reflected in the June 30, 2006 balance sheet contained in SCHEDULE 5.4(C) (the "BASE BALANCE SHEET") (or not so reflected as a result of being fully amortized or depreciated as of June 30, 2006 (the "BASE BALANCE -14-  SHEET DATE")) or on the books and records of any and all Seller Entities relating to the Business, but excluding any such other assets, properties, interests and rights which have been disposed of by any and all Seller Entities in the Ordinary Course after the Base Balance Sheet Date in accordance herewith; (b) acquired by any and all Seller Entities after the Base Balance Sheet Date and relating to the Business in accordance herewith; or (c) located as of the Closing on the Leased Real Property and relating to the Business; (xiii) All Canada Plans and the rights of each and every Seller Entity therein; and (xiv) All India Plans and the rights of each and every Seller Entity therein. For the sake of clarity, the Parties acknowledge that the Assets held by Canada Sub, India Sub and GBTSA, Inc. are being acquired through the acquisition of the Subsidiary Shares as described in SECTIONS 2.1(A)(III) and 2.1(A)(IV). For the avoidance of doubt , the Parties agree that the Assets do not include the capital stock of or any of the assets or rights of Seller's Subsidiary, Chimes, Inc. 2.2 EXCLUDED ASSETS. Notwithstanding anything contained in this Agreement to the contrary, the following assets, properties, interests in properties and rights (the "EXCLUDED ASSETS") will not be included in the Assets, but will be retained by Seller: (a) All Retained Records; (b) All guarantees, warranties, indemnities and rights, claims and causes of action against any Person in favor of any and all Seller Entities that would entitle any and all Seller Entities to recompense in respect of any Excluded Liability, except to the extent such guarantees, warranties, indemnities, rights, claims and causes of action would entitle Purchaser to recompense, whether in whole or in part, for any Assumed Liability or any other liability arising out of the conduct of the Business after the Closing; (c) All US Plans and the rights of each and every Seller Entity therein; (d) Subject to SECTION 2.6, all rights of any and all Seller Entities under any past or current insurance policy or contract, and all prepaid expenses in respect of insurance; (e) All cash, marketable securities and other cash equivalents; (f) Each and every Seller Entity's interest in Leased Real Property other than the Facilities; (g) The Contracts listed on SCHEDULE 2.2(G); (h) The Quebec Tax Receivable; -15-  (i) All ownership interests in the Excluded Subs (j) The assets listed on SCHEDULE 2.2(J); (k) the Inactive Contracts; and (l) all other rights of the Seller Parties under this Agreement and the other Acquisition Agreements, including, without limitation all rights to receive the Purchase Price (as defined herein) and all other monies to be received by them hereunder and thereunder. 2.3 ASSUMED LIABILITIES. At the Closing, Purchaser shall, by delivery to Seller and Healthcare Sub of the Assumption Agreement, assume and agree to perform, pay or discharge when due, to the extent not theretofore performed, paid or discharged, the following specific Liabilities of Seller and Healthcare Sub, and only such Liabilities (collectively, the "ASSUMED LIABILITIES"): (a) post-Closing Liabilities of Seller and/or Healthcare Sub, as the case may be, under the Assumed Contracts; PROVIDED, HOWEVER, that Purchaser shall not assume any contingent liabilities arising out of (i) the failure of Seller or Healthcare Sub to comply with the terms of any Assumed Contract during the period ending prior to the Closing, or (ii) indemnity obligations under any Assumed Contract arising out of events occurring prior to the Closing; and (b) the Liabilities of Seller and Healthcare Sub specifically included in the calculation of the Final Net Working Capital, as provided in SECTION 3.2(A). For the sake of clarity, the Parties acknowledge that, except to the extent set forth in Section 11.14 (Obligation of Sponsor), (i) AGCC, TEFIS and Sponsor are not assuming any Liabilities of the Seller Entities and (ii) the Liabilities of Canada Sub, India Sub and GBTSA, Inc. are not being transferred to Purchaser and shall remain Liabilities of Canada Sub, India Sub and GBTSA, Inc., respectively, upon the transfer of the stock of those entities as provided in this Agreement. 2.4 EXCLUDED LIABILITIES. Notwithstanding anything herein to the contrary, Purchaser does not hereby and shall not assume or in any way undertake to pay, perform, satisfy or discharge any other Liability of Seller or any Affiliate of Seller whether existing on, before or after the Closing Date, all of which Liabilities shall be retained by Seller (collectively, the "EXCLUDED LIABILITIES"), including the following: (a) all Taxes of any and all Seller Entities or which relate to the Excluded Assets; (b) all Taxes which relate to the Business or the Assets and which have accrued on or before the Closing Date; -16-  (c) any and all Liabilities relating to, arising out of or incurred in performance, or lack of performance, by any Seller Entity before the Closing under any Contract, Permit, and/or Guarantee; (d) any and all Liabilities (other than the Liabilities assumed by Purchaser pursuant to SECTIONS 2.3(A) and (B)) with respect to the employment by any Seller Entity of its respective Employees, or its engagement of its professional work force as independent contractors, and salaries, payroll taxes, withholding taxes, workers' compensation and unemployment compensation, and contributions or payments to be made in respect of service during periods through the termination of employment and thereafter under any employee pension benefit plan (as defined in Section 3(2) of ERISA) or other employee benefit plan maintained for any Business Personnel, and any and all liabilities that may arise by virtue of the transaction contemplated herein being deemed an actual or constructive termination of any Employee or change of control under any agreement between Seller, GBS or Healthcare Sub and any Employee, including, without limitation, the agreements set forth on Schedule 2.4(d),or applicable Law; (e) any and all Liabilities with respect to the products and services produced or provided by any Seller Entity prior to the Closing Date arising out of injury, death or damage, including any such liabilities for failure to warn or breach of express or implied warranties, including warranties of merchantability or fitness for any purpose or use, or the obligation to perform warranty or follow-up services relative to services performed or solutions provided by any Seller Entity prior to the Closing Date; (f) any and all Liabilities of any Seller Entity in respect of (i) lawsuits, claims, administrative or other proceedings, governmental or other investigations pending or threatened by or against any Seller Entity arising out of events occurring at or prior to the Closing; and (ii) any litigation matters or claims described on SCHEDULE 5.12, SCHEDULE 5.14(B) or SCHEDULE 5.15(A); (g) any other Liability of any Seller Entity, except those specifically assumed pursuant to SECTION 2.3, regardless of when a claim thereto may be asserted (whether known or unknown, accrued, absolute, contingent or otherwise); (h) any and all Liabilities of any of the Excluded Subs; and (i) any other Liability that is otherwise attributable to or arising out of the ownership or operation of any Assets or the Business prior to the Closing. Except as and to the extent otherwise expressly provided in this Agreement, Purchaser has not agreed to pay, will not be required to assume and will not have any obligation with respect to any liability or obligation, direct or indirect, absolute or contingent, of any Seller Entity or any other Person, regardless of when asserted. 2.5 NON-ASSIGNABLE CONTRACTS. (a) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the grant, sale, assignment, transfer or delivery -17-  to Purchaser, of any Contract that would be an Assumed Contract, or any claim or right or any benefit arising thereunder or resulting therefrom would require any Approval of a Governmental Authority or other third Person and such Approvals shall not have been obtained prior to the Closing, and Purchaser has waived in writing the applicable condition precedent in ARTICLE VIII pursuant to which Seller is obligated to obtain such Approvals prior to the Closing, the Closing shall proceed, without the grant, sale, assignment, transfer or delivery of such Contract, and this Agreement shall not constitute a grant, sale, assignment, transfer or delivery of such Contract or an attempt thereof. (b) If the Closing proceeds without the grant, sale, transfer, assignment or delivery of any Contract that would be an Assumed Contract, then following the Closing, the Parties shall use commercially reasonable efforts, and cooperate with each other, to obtain promptly all such Approvals. Pending such Approval, Seller shall use commercially reasonable efforts, and the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser all of the benefits of use of such Contract and to Seller the benefits that Seller would have obtained had the Contract been conveyed to Purchaser at the Closing. (c) To the extent that Purchaser is provided all of the material benefits pursuant to this SECTION 2.5 of any Contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto all of the obligations of Seller thereunder and any related liabilities that, but for the lack of an Approval to assign such liabilities to such Purchaser, would be Assumed Liabilities. (d) Once Approval for the grant, sale, assignment, transfer or delivery of any such Contract not granted, sold, assigned, transferred or delivered at the Closing is obtained, such Contract shall be deemed to have been granted, assigned, transferred and delivered to Purchaser at no additional cost to Purchaser. To the extent that any such Contract cannot be transferred or the material benefits of any such Contract cannot be provided to the applicable Purchaser following the Closing pursuant to this SECTION 2.5, then Purchaser and Seller shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the material economic (taking into account Tax costs and benefits) and operational equivalent, of obtaining such Approval. Seller shall hold in trust for, and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by any Seller Entity (other than any Seller Sub) in connection with its use of any Contract (net of any Taxes and any other costs imposed upon such Seller Entity) in connection with the arrangements under this SECTION 2.5. 2.6 INSURANCE. With respect to any loss or damage relating to the Assets occurring prior to the Closing Date and for which any and all Seller Entities would be entitled to assert, or cause any other Person to assert, a claim under any policy of insurance maintained by, for the benefit of or insuring any and all Seller Entities in respect of the Business or the Assets ("INSURANCE"), at the request of Purchaser, each and every Seller Entity will use commercially reasonable efforts to assert for Purchaser's benefit, or if for any reason any Seller Entity is not able so to assert, to assign its rights and otherwise assist and permit Purchaser to assert, one or more claims under such Insurance covering such loss or damage. -18-  2.7 AFFILIATES. To the extent that Assets or Assumed Liabilities are held by or reside in any Affiliate of Seller that is not a Seller Sub, Seller will cause each such Affiliate to transfer such Assets and Assumed Liabilities and Purchaser will purchase and/or assume such Assets and Assumed Liabilities. - -------------------------------------------------------------------------------- ARTICLE III. PURCHASE PRICE - -------------------------------------------------------------------------------- 3.1 PURCHASE PRICE. The aggregate amount to be paid for the Assets will be Fifty-Seven Million Dollars ($57,000,000.00), subject to adjustment pursuant to SECTION 3.2 (the "PURCHASE PRICE"). In addition to the foregoing payment, as consideration for the grant, sale, assignment, transfer and delivery of the Assets, Purchaser shall assume and discharge the Assumed Liabilities. 3.2 PURCHASE PRICE ADJUSTMENT. (a) On or before the sixtieth (60th) day following the Closing Date, Purchaser shall prepare and deliver to Seller a statement of the Net Working Capital of the Business as of the Closing Date prepared in accordance with this Agreement and GAAP (the "PROPOSED STATEMENT"). The Net Working Capital of the Business, calculated based on the Proposed Statement, is herein called the "PROPOSED NET WORKING CAPITAL." (b) If Seller determines that there are any inaccuracies in the Proposed Statement, Seller shall deliver to Purchaser a written notice (a "STATEMENT DISPUTE NOTICE") setting forth such alleged inaccuracies (the "STATEMENT DISPUTED MATTERS") no later than 5:00 p.m., New York City time on the thirtieth (30th) day after receipt of the Proposed Statement from Purchaser. If Seller does not deliver a Statement Dispute Notice to Purchaser by such date and time, Seller shall be deemed to have accepted the Proposed Statement as prepared by Purchaser. (c) Purchaser and Seller shall endeavor in good faith to resolve the Statement Disputed Matters by mutual agreement. If, within thirty (30) Business Days after Seller delivers a Statement Dispute Notice to Purchaser: (i) Purchaser and Seller are able to reach a mutually satisfactory resolution of the Statement Disputed Matters, then the Proposed Statement shall be revised to reflect such resolution, and such Proposed Statement will be final, binding and conclusive (but only with respect to those Statement Disputed Matters as to which Purchaser and Seller have reached such a mutually satisfactory resolution); or (ii) Purchaser and Seller are unable to reach a mutually satisfactory resolution of the Statement Disputed Matters, then (A) Purchaser and Seller shall promptly submit any remaining Statement Disputed Matters to RSM McGladrey, independent public accountants (the "AUDITOR"); (B) Purchaser and Seller shall supply to the Auditor only such supporting documentation and information as the Auditor may request; (C) the scope -19-  of the Auditor's responsibility shall be limited to resolving only the Statement Disputed Matters; (D) the Auditor will deliver to Purchaser and Seller a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on the information provided to the Auditor by Purchaser and Seller) of the Statement Disputed Matters within thirty (30) days of receipt thereof; and (E) all determinations of the Auditor shall be final and non-appealable. (d) The Proposed Statement, as prepared by Purchaser and accepted by Seller pursuant to SECTION 3.2(A), as agreed upon by Purchaser and Seller pursuant to SECTION 3.2(C)(I), or as determined by the Auditor pursuant to SECTION 3.2(C)(II), as the case may be, is herein called the "FINAL STATEMENT," and the Net Working Capital of the Business calculated based on the Final Statement is herein called the "FINAL NET WORKING CAPITAL." (e) All costs and expenses of the Auditor shall be borne one-half (1/2) by Purchaser and one-half (1/2) by Seller. (f) If the Final Net Working Capital is: (i) GREATER than the Benchmark Net Working Capital (the amount of such excess, the "EXCESS AMOUNT"), Purchaser shall pay to Seller, by Wire, within five (5) Business Days after the determination of the Final Statement, such Excess Amount; or (ii) LESS than the Benchmark Net Working Capital (the amount of such shortfall, the "SHORTFALL AMOUNT"), Seller shall pay to Purchaser, by Wire, within five (5) Business Days after the determination of the Final Statement, such Shortfall Amount. 3.3 ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be allocated in the manner determined by Seller and Purchaser pursuant to SECTION 7.11. After the Closing, the Parties shall make consistent use of such allocation for all Tax purposes and in all filings with, and declarations and reports to, all Governmental Authorities in respect thereof. In any Action relating to the determination of any Tax, no Party shall contest such allocation, represent that such allocation is not correct, or take any reporting position inconsistent with such allocation. 3.4 CURRENCY CONVERSIONS. If it is necessary in connection with any calculation relating to this Agreement or the transactions contemplated hereby to convert any component of such calculation to Dollars from another currency, such conversion shall be performed using the applicable noon buying rate published by the Federal Reserve Bank of New York on the date as of which the calculation is made. -20-  - -------------------------------------------------------------------------------- ARTICLE IV. CLOSING - -------------------------------------------------------------------------------- 4.1 THE CLOSING. The closing of the transactions contemplated by this Agreement (the "CLOSING") shall take place at the offices of Venable LLP in Baltimore, Maryland as soon as reasonably practicable, but in any event no later than the fifth (5th) Business Day following the day upon which all of the conditions to Closing have been satisfied or waived (other than those conditions which by their terms cannot be satisfied until the Closing) or such other date and/or location as is mutually agreed upon in writing by the Parties (the "CLOSING DATE"). 4.2 SELLER'S CLOSING DELIVERIES. (a) Subject to SECTION 2.5, at the Closing, Seller will execute (as applicable) and deliver (or cause to be delivered) to Purchaser the following, at the expense of Seller and in proper form for recording and/or registration (as the case may be) in all relevant jurisdictions when appropriate: (i) bills of sale and general assignments, each in the form attached as EXHIBIT A (each, a "BILL OF SALE") from: (A) Seller to Purchaser, and (B) Healthcare Sub to Purchaser; (ii) stock transfer powers, each in the form attached as EXHIBIT B, or, with respect to the India Sub Shares, share transfer deeds/forms in the prescribed format (each, a "STOCK POWER"), in each case together with all applicable stock certificates, to effect the transfer of: (A) the GBS India Shares from GBS to Purchaser; (B) the Seller India Shares from Seller to TEFIS; and (C) all of the capital stock of Canada Sub from Seller to AGCC; (iii) all documents as may be reasonably requested by Purchaser to evidence and effectuate the conveyance of the Transferred Intellectual Property, each in form and substance satisfactory to Purchaser and duly stamped where required in accordance with applicable Law (the "IP TRANSFER DOCUMENTS"); (iv) such other instruments or deeds of transfer conveying and transferring to Purchaser title to any of the Assets as contemplated herein or by any Schedule as provided in this Agreement (together with the Bill of Sale, the Stock Powers, and the IP Transfer Documents, the "TRANSFER DOCUMENTS"); -21-  (v) an assumption agreement in the form attached as Exhibit C (the "ASSUMPTION AGREEMENT"); (vi) a transition services agreement in the form attached hereto as Exhibit D (the "TRANSITION SERVICES AGREEMENT"); (vii) a non-competition agreement in the form attached hereto as Exhibit E (the "Non-Compete"); (viii) a license agreement in the form of EXHIBIT F hereto (the "LICENSE AGREEMENT"); (ix) a Certificate of Non-United States Real Property Interest in the form attached hereto as EXHIBIT G; (x) a certificate of the President of Seller dated as of the Closing Date to the effect that the statements set forth in SECTIONS 8.1(A) and (B) are true and correct (the "SELLER COMPLIANCE CERTIFICATE"); and (xi) all other documents and papers required to be delivered by SECTION 8.1 as conditions to the Closing and such other documents and papers with respect to the corporate and other proceedings contemplated by this Agreement and the Acquisition Agreements (including such documentation as has been theretofore received by Seller relating to Approvals of third Persons that Seller is required to obtain hereunder as a condition of Closing) as Purchaser shall reasonably request. (b) Seller, which is a non-resident of Canada, shall have delivered to Purchaser a certificate pursuant to Section 116 of the ITA and any corresponding provision of an applicable provincial Law (each a "WITHHOLDING CERTIFICATE") or, if any such certificate is not delivered at the Closing, Seller hereby acknowledges and agrees that such amount of the allocation of the Purchase Price attributable to the shares of Canada Sub as may be required to be withheld under applicable Law (the "WITHHELD AMOUNT") will be withheld by Purchaser as required by Law and: (i) at the Closing, deposited in escrow with an independent escrow agent mutually satisfactory to Purchaser and Seller (the "ESCROW AGENT") at Seller's expense pursuant to an escrow agreement among Seller, Purchaser and the Escrow Agent in form and substance reasonably satisfactory to the parties thereto, and (ii) if no Withholding Certificate is delivered to Purchaser prior to the date Purchaser is required by Law to remit the Withheld Amount to the applicable Governmental Authority (subject to any written extension of time to make such remittance by the applicable Governmental Authority), Purchaser and Seller shall cause the Escrow Agent to release the Withheld Amount from escrow to Purchaser, whereupon Purchaser shall remit the Withheld Amount to the applicable Governmental Authority. -22-  4.3 PURCHASER'S CLOSING DELIVERIES. At the Closing, Purchaser will execute (as applicable) and deliver to Seller the following, at the expense of Purchaser: (a) the Purchase Price by Wire; (b) each of the Transfer Documents that Purchaser is required to countersign; (c) the Assumption Agreement; (d) the Transition Services Agreement; (e) the Non-Compete; (f) the License Agreement; (g) the Solvency Certificate (as hereinafter defined) (h) a certificate of the President of Purchaser dated as of the Closing Date to the effect that the statements set forth in Sections 8.2(a) and (b) are true and correct (the "PURCHASER COMPLIANCE CERTIFICATE"); and (i) all other documents and papers required to be delivered by SECTION 8.2 as conditions to the Closing and such other documents and papers with respect to the corporate and other proceedings contemplated by this Agreement and the Acquisition Agreements as Seller shall reasonably request. - -------------------------------------------------------------------------------- ARTICLE V. REPRESENTATIONS AND WARRANTIES OF SELLER - -------------------------------------------------------------------------------- Seller, acknowledging that Purchaser is relying thereon, represents and warrants to Purchaser, on the date hereof and as of the Closing Date, as follows: 5.1 CORPORATE ORGANIZATION; GOOD STANDING. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of New York, and has all requisite corporate power and authority to own, lease or otherwise hold the Assets and to carry on the Business as presently conducted. (b) SCHEDULE 5.1(B) sets forth a true and complete list of all Subsidiaries of Seller that are used in the Business or hold any of the Assets, indicating for each (A) the type of entity, and (B) the jurisdiction of organization. Each Subsidiary listed on SCHEDULE 5.1(B) is duly organized, validly existing and in good standing as an entity of the type specified for such Subsidiary on SCHEDULE 5.1(B) under the laws of the jurisdiction of organization specified for such Subsidiary on SCHEDULE 5.1(B). (c) SCHEDULE 5.1(C) sets forth a true and complete list of each jurisdiction in which each Seller Party and Seller Sub is qualified or -23-  registered to transact business as a foreign or alien corporation. Except as described on SCHEDULE 5.1(C), each Seller Party and Seller Sub is duly qualified or registered to transact business and is in good standing as a foreign or alien corporation in each jurisdiction in which the failure to be so qualified or registered could reasonably be expected to have a Seller Material Adverse Effect. (d) The corporate records and minutes books of the Seller Subs contain complete and accurate minutes of all meetings of, and all written resolutions adopted by, the directors and shareholders of each Seller Sub. 5.2 AUTHORIZATION AND EFFECT OF AGREEMENT. (a) Each Seller Entity has all requisite corporate (or other entity type, if applicable) power and authority to execute and deliver the Acquisition Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Entity of the Acquisition Agreements to which it is a party, and the consummation by each such Seller Entity of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate or limited liability company action on the part of such Seller Entity (other than the requisite approval of the transactions contemplated hereby by the shareholders of Seller in accordance with Seller's Organizational Documents and the NYBCL). This Agreement has been, and each of the Acquisition Agreements, when executed and delivered by each Seller Entity that is a party hereto and thereto, will have been, duly and validly executed and delivered by such Seller Entity and each constitutes or will constitute a valid and binding obligation of such Seller Entity, enforceable against such Seller Entity in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to creditors rights generally, and subject to general principles of equity. (b) The Seller Board, by resolutions duly adopted at a meeting duly called and held (the "SELLER BOARD APPROVAL"), has (i) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the Seller and its shareholders, (ii) approved the transactions contemplated by this Agreement, including the Transfer, and (iii) recommended that the shareholders of the Company adopt this Agreement and the Transfer. 5.3 NO CONFLICT. (a) The execution, delivery and performance of this Agreement by each Seller Entity that is a party hereto does not, and the execution and delivery by each Seller Entity of the other Acquisition Agreements to which it is a party, and the consummation by each such Seller Entity of the transactions contemplated hereby and thereby, will not, conflict with, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any material benefit under, or result in the creation of any Lien upon the Business or any of the Assets under any provision of (A) the Organizational Documents of any Seller Entity, (B) any Contract or Permit (whether or not such Contract or Permit relates primarily to the Business), or (C) any order, writ, judgment, injunction or decree applicable to -24-  any Seller Entity or any of their respective properties other than any such conflicts, violations, defaults, rights of termination, cancellation or acceleration, losses or Liens which are described on SCHEDULE 5.3(A). (b) No Approval of any Governmental Authority or other Person is required in connection with the execution, delivery and performance by any Seller Entity of the Acquisition Agreements to which it is a party, or the consummation by each Seller Entity of the transactions contemplated by any Acquisition Agreement to which it is a party, except for: (A) the requisite approval of the transactions contemplated hereby by the shareholders of Seller in accordance with Seller's Organizational Documents and the NYBCL; (B) the filing of a premerger notification report under the HSR Act; and (C) the Approvals listed on SCHEDULE 5.3(B). (c) No Person other than the Purchaser Entities has any option, right of first refusal, right of first offer or similar right to purchase or otherwise acquire the Assets or the Business, and neither Seller nor any of its Affiliates has entered into any letter of intent, commitment or agreement (whether oral or written) regarding any such purchase or acquisition other than with the Purchaser Entities. (d) Except for the rights of the applicable Purchaser Entities hereunder, there are no outstanding options, warrants, conversion or other rights or Contracts of any kind for the subscription or acquisition of any of the Subsidiary Shares or any other ownership interest in any Seller Sub. None of the Subsidiary Shares or other ownership interests in the Seller Subs are subject to any Contract restricting or otherwise relating to the voting, dividend rights or disposition thereof. 5.4 FINANCIAL STATEMENTS AND RELATED FINANCIAL MATTERS. (a) Seller has filed all forms, reports, schedules, statements and other documents required to be filed by Seller with the United States Securities and Exchange Commission (the "SEC") since January 1, 2003 under the Exchange Act or the Securities Act and has made available to Purchaser such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Seller may file subsequent to the date hereof) are referred to herein as the "SELLER SEC REPORTS." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such filing), the Seller SEC Reports (i) as amended to date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Seller SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Seller SEC Reports as amended to date (the "FINANCIAL STATEMENTS"), including each Seller SEC Report filed after the date hereof until the Closing, (i) was prepared from, are in accordance with and accurately reflect in all material respects, Seller's books and records as of the times and for the period referred to therein, (ii) -25-  complied in all material respects with the published rules and regulations of the SEC with respect thereto, (iii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act), (iv) fairly presented the consolidated financial position of Seller as at the respective dates thereof and the consolidated results of Seller's operations and cash flows for the footnotes and were or are subject to normal and recurring year-end adjustments and (v) was prepared from and in accordance with Seller's books and records. (c) Each of the unaudited balance sheets for the Business as of December 31, 2005, March, 31, 2006 and June 30, 2006, each of which has been attached as SCHEDULE 5.4(C), and each Summary of Income and Expenses for Staffing and Solutions, respectively, for the year ended December 31, 2005, and the year to date periods ended March 31, 2006 and June 30, 2006, respectively, each of which have been attached as SCHEDULE 5.4(C) hereto, and each balance sheet and each Summary of Income and Expenses for Staffing and Solutions included in the Bring-Down Statements (i) was prepared from, are in accordance with, and accurately reflect in all material respects, the Seller Entities' books and records as of the times and for the period referred to therein, (ii) was to the extent of the detail included in each such financial report, prepared in accordance with GAAP (other than notes to financial statements which are not included) applied on a consistent basis throughout the periods involved, (iii) fairly present the financial position and results of operations for the Business as of the times and for the periods referred to therein , and (iv) was prepared from and in accordance with the books and records of the Business. (d) No Seller Entity has any liability or obligation of any nature, whether primary or secondary, direct or indirect, or absolute, accrued, contingent or otherwise, arising out of or relating to the Business, or the use, manufacture, sale, lease, ownership or operation of any assets or property used, manufactured, sold, owned, leased or operated in connection with the Business, in each case as conducted at any time on or prior to the Closing, except for (i) liabilities or obligations reflected or reserved against in the Base Balance Sheet or to be reflected or reserved against in the Final Statement, (ii) liabilities or obligations which have arisen after the Base Balance Sheet Date, in the Ordinary Course (other than those that will not be reflected or reserved against in the Final Statement and that result from or arise out of or which are in the nature of any breach of contract, breach of warranty, tort, infringement, or violation of law, all of which are Excluded Liabilities hereunder) none of which are material, and (iii) Excluded Liabilities. (e) All accounts receivable included in the Assets represent sales actually made in the Ordinary Course, and, to Seller's Knowledge, are current and collectible, net of any reserves shown on the Final Statement. (f) No inventory is maintained in connection with the Business. (g) SCHEDULE 5.4(G) sets forth a complete and accurate list of each bank or other depository in which Seller Subs maintain any bank account, trust account or safety deposit box, and identified for each the names of all individuals authorized to draw thereon or who have access thereto. -26-  5.5 ABSENCE OF CHANGES. Since June 30, 2006: (a) except (i) as disclosed in any filing made by Seller with the SEC prior to execution of this Agreement, or (ii) as described on SCHEDULE 5.5(A) hereto, the Business has been conducted in the Ordinary Course and there has not been any event, occurrence or development which, individually or in the aggregate, would have a Seller Material Adverse Effect; and (b) except as described on SCHEDULE 5.5(B) hereto, there has not occurred any action, event or failure to act, that if it had occurred after the date of this Agreement, would have required the consent of the Purchaser under SECTION 7.6. 5.6 COMPLIANCE WITH LAWS; PERMITS. (a) Each Seller Entity, the Assets and the Business are in compliance with all Laws, and neither Seller nor any other Seller Entity has received any notification that has not lapsed or been withdrawn by any Governmental Authority (i) asserting a violation by any Seller Entity or the Business of any Law, (ii) threatening to revoke any Permit applicable to the conduct of the Business, or (iii) materially restricting or in any material way limiting the operations of the Business. (b) SCHEDULE 5.6(B) lists all Permits required for the operation of the Business. Seller (or the applicable Seller Sub) has obtained and maintained all such Permits. 5.7 SUFFICIENCY OF ASSETS. (a) The Assets: (i) include all assets, properties, interests in properties and rights (real, personal and mixed, tangible and intangible) used or held for use in the Business; and, (ii) are all of the assets necessary to operate the Business as it is currently conducted. (b) No Excluded Sub (other than Healthcare Sub and GBS) owns or possesses any properties or rights, whether tangible or intangible, used or held for use in the Business. 5.8 TITLE TO ASSETS. (a) Each Seller Entity has good, valid and marketable title to the respective Assets free and clear of all Liens, except for Permitted Liens. This Agreement and the Transfer Documents are sufficient to Transfer to the Purchaser Entities all right, title and interest of the Seller Entities in and to the Assets that are being Transferred to the Purchaser Entities free and clear of all Liens (other than Permitted Liens) and to vest in the Purchaser Entities -27-  good, valid and marketable title thereto and title sufficient to conduct the Business as conducted as of the Closing Date. (b) The Subsidiary Shares constitute all of the issued and outstanding ownership interests in the Seller Subs. (c) Except for the GBS India Shares, Seller holds all right, title and interest in and to the Subsidiary Shares, free and clear of all Liens. GBS holds all right, title and interest in and to the GBS India Shares free and clear of all Liens. (d) All the issued and outstanding shares of capital stock of, or other ownership interests of any kind whatsoever in, the Seller Subs have been duly authorized, validly issued and are fully-paid and non-assessable. 5.9 REAL PROPERTY. (a) No Seller Entity owns any real property. (b) Except as described on SCHEDULE 5.9 hereto, with respect to each Facility and the Facility Leases: (i) a Seller Entity has a good and valid leasehold interest in, or license to use, such Facility; (ii) no Seller Entity has subleased any Facility or any part thereof, or given any third Person any license or other right to occupy any portion of any Facility; (iii) neither any Seller Entity nor any other party to any Facility Lease has waived any term or condition thereof, and all covenants to be performed under any Facility Lease by any Seller Entity, or any other party to such Facility Lease, prior to the Closing have been performed; (iv) no Seller Entity has collaterally assigned or granted any security interest in any Facility Lease or any interest therein; (v) no Seller Entity is obligated under or a party to, any option, right of first refusal or other contractual right to purchase any Facility or any portion thereof or interest therein; and (vi) to the extent required by applicable Law, each Facility Lease has been duly stamped and registered with applicable Governmental Authorities. 5.10 INSURANCE. Seller has made available to Purchaser complete and accurate schedules of all policies of fire, liability and other forms of Insurance in effect as of the date hereof and maintained by or for the benefit of any Seller Entity with respect to the Business or the Assets. All such policies are listed on SCHEDULE -28-  5.10 and, except as set forth on SCHEDULE 5.10, each of such policies is in full force and effect on the date hereof. No Seller Entity has received any notification or threat by any insurer to revoke or rescind any policy of insurance in any respect material to the Business or the Assets. To the extent any Seller Entity is required by applicable Law to maintain any insurance with respect to the Business, the Assets and/or the Business Personnel, such Seller Entity maintains such insurance. 5.11 INTELLECTUAL PROPERTY. (a) SCHEDULE 5.11(A) sets forth a complete and correct list of all Copyrights, Patents and Trademarks included in the Owned Intellectual Property included in the Assets. (b) SCHEDULE 5.11(B) sets forth a complete and correct list of all Inbound License Agreements included in the Assets, identifying for each: (i) the licensor(s) thereunder; (ii) the date thereof; and (iii) the Intellectual Property licensed thereunder. (c) SCHEDULE 5.11(C) sets forth a complete and correct list of all Outbound License Agreements included in the Assets, identifying for each: (i) the licensee(s) thereunder; (ii) the date thereof; and (iii) the Owned Intellectual Property licensed thereunder. (d) SCHEDULE 5.11(D) sets forth a complete and correct list of all Owned Software included in the Assets, identifying for each all Third Party Software that is (i) required to be used in conjunction with such Owned Software in order for such Owned Software to function in accordance with its design specifications; or (ii) otherwise used by any Seller Entity in conjunction with such Owned Software in the Ordinary Course. (e) SCHEDULE 5.11(E) sets forth a complete and correct list of all Owned Technical Identifiers included in the Assets. (f) One or more Seller Entities owns all right, title and interest in and to the Owned Intellectual Property included in the Assets, free and clear of all Liens. The Owned Intellectual Property included in the Assets has been duly maintained, is valid and subsisting, is in full force and effect and has not been cancelled, expired or abandoned. (g) To Seller's Knowledge, the Licensed Intellectual Property in which any Seller Entity is granted any rights pursuant to any Inbound License Agreement that is included in the Assets has been duly maintained, is valid and subsisting, is in full force and effect and has not been cancelled, expired or abandoned. (h) All Owned Software included in the Assets and other works protectable by Copyright that are included in the Owned Intellectual Property included in the Assets were created, developed and authored by either (i) Employees within the scope of their employment; or (b) independent contractors who have assigned all of their rights to a Seller Entity pursuant to a written agreement. No Owned Software included in the Assets was jointly developed with any third Person who has not assigned all of his, her or its rights to a Seller Entity pursuant to a written agreement. -29-  (i) None of the Owned Intellectual Property included in the Assets and, to Seller's Knowledge, no other product, service or technology used, sold, licensed, offered for sale or license, or proposed to be developed, used, sold, licensed or offered for sale or license by any Seller Entity as part of the Business, infringes, violates or dilutes, or interferes with, any Intellectual Property rights of any Person. (j) No Seller Entity has brought or threatened a claim against any Person (i) alleging infringement, violation, misappropriation, or dilution of, or interference with, any Intellectual Property included in the Assets or any License Agreement included in the Assets; (ii) challenging any Person's ownership or use of, or the validity or enforceability of, any Intellectual Property included in the Assets; or (iii) challenging the validity or enforceability of any License Agreement included in the Assets and, to Seller's Knowledge, there are no facts or circumstances that might reasonably provide a basis for any claim described in the foregoing clauses (i)-(iii). (k) All pending and registered Trademarks included in the Owned Intellectual Property included in the Assets are in use by one or more Seller Entities in the form appearing in, and in connection with the goods and services listed in, their respective registration certificates (with respect to registered Trademarks) or applications (with respect to unregistered Trademarks for which an application has been filed). (l) The Seller Entities take commercially reasonable measures to protect the confidentiality of (i) the Source Code and (ii) Trade Secrets included in the Owned Intellectual Property included in the Assets and the Licensed Intellectual Property in which any Seller Entity is granted any rights pursuant to any Inbound License Agreement that is included in the Assets, including requiring all Business Personnel and third Persons having access thereto to execute written non-disclosure agreements. No Trade Secrets included in the Owned Intellectual Property included in the Assets or the Licensed Intellectual Property included in the Assets have been disclosed or authorized to be disclosed to any third Person other than pursuant to a written non-disclosure agreement; and (ii) to Seller's Knowledge, no third Person that is a party to any non-disclosure agreement with any Seller Entity is in breach or default thereof. No Person other than a Seller Entity is in possession of any Source Code included in the Assets. (m) No Owned Software included in the Assets is a derivative of any Software (i) for which the source code is in the public domain, or (ii) that includes "open source" code or is licensed pursuant to an "open source" license, including by way of example, but not in limitation, the GNU General Public License, the Mozilla Public License, the BSD License or the Apache Software License. (n) In each Outbound License Agreement included in the Assets, no Seller Entity has warranted the performance, functionality or capability of the Software licensed thereunder, except to state that such Software would perform in accordance with its published specifications and/or documentation. (o) Except as set forth on SCHEDULE 5.11(O), no Seller Entity has any obligation to provide technical support or Software maintenance services to any third Person. -30-  5.12 LEGAL PROCEEDINGS. Except as disclosed in SCHEDULE 5.12, there are no Actions pending, or to Seller's Knowledge threatened, by or against any Seller Entity relating to the Business or any of the Assets. There are no pending or, to Seller's Knowledge threatened, judgments, writs, orders, injunctions or decrees or similar actions of any Governmental Authority applicable to the conduct of the Business or the Assets. 5.13 MATERIAL CONTRACTS. (a) SCHEDULE 5.13(A) sets forth a complete and accurate list of all Contracts relating to the Assets or the Business (that are not Excluded Assets) of the following types to which any Seller Entity is a party, by which any Seller Entity or any of its properties or assets are bound, or which otherwise relate to the Business (the contracts listed below in this SECTION 5.13(A), together with the Facility Leases, the Inbound License Agreements and the Outbound License Agreements are herein collectively called the "MATERIAL CONTRACTS"): (i) any agreement relating to employment, consulting, continuation of benefits, retention, change of control, severance or termination with any Business Personnel; (ii) any collective bargaining agreement with any labor union relating to current Employees; (iii) any agreement for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments in excess of $25,000; (iv) any agreement to provide services (including consulting services and temporary staffing services) to a client or customer of the Business (each, a "CLIENT CONTRACT") (v) any agreement (other than a purchase order issued by any Seller Entity in connection with the conduct of the Business in the Ordinary Course) for (i) the purchase, maintenance or acquisition of materials, supplies, merchandise, equipment or other property which requires aggregate future payments or expenses by any Seller Entity in excess of $25,000 or which cannot be cancelled by any Seller Entity without payment of a fee in excess of $25,000 or (ii) the sale, lease, license or furnishing of materials, supplies, merchandise, equipment or other property, rights or services (including consulting services) which requires aggregate future payments to any Seller Entity in excess of $25,000 or which cannot be cancelled by such Seller Entity without payment of a fee in excess of $25,000; (vi) except for agreements relating to the sale of Products in the Ordinary Course, any agreement granting to any Person a right to purchase or acquire any Assets; -31-  (vii) any license or royalty agreement having an aggregate payment obligation of $10,000 or more; (viii) any indenture, mortgage, loan or credit agreement under which any Seller Entity has borrowed any money or issued any note, bond, debenture or other evidence of indebtedness, or pledged Assets or otherwise created any Lien or directly or indirectly guaranteed indebtedness or financial obligations of others; (ix) any agreement with any distributor, dealer, sales or advertising agency or manufacturer's representative, franchise or similar contract or any other contract relating to the payment of a commission or other compensation; (x) any lease under which Seller or any other Seller Entity is (i) a lessee of any real or personal property owned by a third Person or (ii) a lessor of, or makes available for use by any third Person, any real or personal property owned by any Seller Entity, in either such case which requires aggregate annual payments in excess of $25,000; (xi) any intercompany agreement or agreement with any Affiliate or ERISA Affiliate; (xii) any agreement which restricts any Seller Entity or any Business Personnel in any respect from engaging in the Business as presently conducted; (xiii) any agreement pursuant to which any Seller Entity has granted any power of attorney to any Person; or (xiv) any other agreement material to the Business, whether or not entered into in the Ordinary Course. (b) Except as set forth on SCHEDULE 5.13(B): (i) Seller has made available a complete and accurate copy of each Material Contract to Purchaser (together with all amendments thereto); (ii) each Material Contract is in full force and effect and is legal, valid, binding and enforceable against each Seller Entity that is a party thereto and, to Seller's Knowledge, all other parties thereto in accordance with its terms, (iii) there does not exist under any Material Contract any default or condition or event that, after notice or lapse of time or both, would constitute a material default on the part of any Seller Entity, or to Seller's Knowledge, on the part of any other party to such Material Contract; -32-  (iv) with respect to each Client Contract, the applicable Seller Entity is capable of completing the performance of such Contract in accordance with its terms; and (v) no Seller Entity is a party to any Contract pursuant to which a current or former Business Personnel or director of Seller is, or could reasonably be, entitled to indemnification by Seller. 5.14 LABOR AND EMPLOYMENT MATTERS. (a) SCHEDULE 5.14(A) sets forth a true and complete list of all Business Personnel and: (i) also sets forth, as of August 14, 2006, for each employee listed thereon, (A) the employee's 2006 base annual salary or base hourly pay rate, as the case may be, (B) the amount of salary or hourly pay, as the case may be, and any other wages (as "wages" is defined in Section 3401 of the Code) actually paid to such employee since December 31, 2005, and (C) to the extent that such employee was assigned to a customer to perform services, the name of each customer of the Business for whose benefit such employee has performed any services since December 31, 2005; (ii) also sets forth, as of August 14, 2006, for each independent contractor listed thereon, (A) the total amount paid by any Seller Entity to such independent contractor since December 31, 2005, and (B) the name of each customer of the Business for whose benefit such independent contractor has performed any services since December 31, 2005; and (iii) in the aggregate, there has been no material change in the information set forth on SCHEDULE 5.14(B) since August 14, 2006. (b) Except as set forth on SCHEDULE 5.14(B), there is/are no: (i) collective bargaining agreements or union contracts to which any Seller Entity is a party or otherwise bound; (ii) labor unions representing any Business Personnel; (iii) to Seller's Knowledge, overt organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened by Business Personnel; (iv) to Seller's Knowledge, pending or threatened strike, slowdown, work stoppage or lockout with respect to any Business Personnel; (v) written personnel policy, rule or procedure generally applicable to Business Personnel; or -33-  (vi) trade union, association, council of trade unions, employee bargaining agency or affiliated bargaining agent that: (A) holds bargaining rights with respect to any of the Business Personnel of Canada Sub by way of certification, interim certification, voluntary recognition, designation or successor rights; (B) to Seller's Knowledge, has applied to be certified or requested to be voluntarily recognized as the bargaining agent of any of the Business Personnel of Canada Sub; (C) to Seller's Knowledge, has applied to have Canada Sub declared a related or successor employer under applicable Canadian provincial labor or employment legislation; or (D) to Seller's Knowledge, has filed a complaint or charge under applicable Canadian provincial labor or employment legislation. (c) During the past three (3) years, no Seller Entity has (i) effectuated a "plant closing" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any Seller Entity; (ii) effectuated a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of any Seller Entity; or (iii) been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state Law. No Business Personnel have suffered an "employment loss" (as defined in the WARN Act) since three months prior to the date of this Agreement. (d) The Seller Entities have at all times properly classified (A) Business Personnel as employees or independent contractors, as appropriate; and (B) those Business Personnel who are employees as exempt or non-exempt for purposes of the Fair Labor Standards Act. All Employees have been paid appropriately under applicable federal, state, local and, to the extent applicable, foreign wage and hour Laws. (e) All employment terminations effectuated by any Seller Entity including, but not limited to, layoffs, were effectuated in compliance, in all material respects, with all Laws governing employment or separation from employment including, but not limited to, the Age Discrimination In Employment Act (29 U.S.C. ss.ss. 626 ET SEQ.), Title VII of the Civil Rights Acts of 1964 and 1991 as amended (42 U.S.C. ss.ss. 2000e ET SEQ.), the Consolidated Omnibus Budget Reconciliation Act of 1985 (29 U.S.C. ss.ss. 1161 ET SEQ.), the AmericANs With Disabilities Act (42 U.S.C. ss.ss. 12101 ET SEQ.), the Rehabilitation Act of 1973 (29 U.S.C. ss.ss. 701 ET SEQ.), the Family and Medical Leave Act (29 U.S.C. ss.ss. 2601 ET SEQ.), the Fair Labor Standards Act (29 U.S.C. ss.ss. 201 ET seq.), ERISA and the WARN Act. No Seller Entity has any liability in respect of any contract of service or for services for redundancy payments or for compensation for wrongful dismissal or unfair dismissal or for failure to comply with any order for the reinstatement or re-engagement of any Business Personnel. (f) With respect to Canada Sub: -34-  (i) To Seller's Knowledge, no Business Personnel of Canada Sub is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of that individual to be employed by or to contract with, Canada Sub because of the nature of the business to be conducted by Canada Sub, and, to Seller's Knowledge, the continued employment or contractual engagement (as applicable) by Canada Sub of its present Business Personnel, will not result in any such violation. Canada Sub has not received any notice alleging that any such violation has occurred. (ii) All of the Business Personnel of Canada Sub who are employees are employed for an indefinite term and are not subject to written employment agreements other than any such agreements that may be identified on SCHEDULE 5.13(A). To Seller's Knowledge, no officer or key employee of Canada Sub, nor any group of key employees, has given notice, oral or written, of their intention to terminate their employment with Canada Sub nor does Canada Sub intend to terminate the employment of any officer, key employee or group of key employees, other than as may be required in the Ordinary Course. (iii) There are no employment Law-related Actions, grievances, proceedings or outstanding orders, awards or rulings relating to the Business which are pending or, to Seller's Knowledge, threatened which might materially and adversely affect, or could reasonably be expected to materially and adversely affect, Canada Sub or the portion of the Business conducted through Canada Sub. (iv) Seller or Canada Sub has obtained such consents as are necessary for the collection, use and disclosure of personal information of Canadian Business Personnel to Purchaser, including but not limited to any health information relating to the non active status of any such Business Personnel, in accordance with applicable Canadian privacy legislation. 5.15 EMPLOYEE BENEFIT PLANS. (a) SCHEDULE 5.15(A) identifies (i) each "employee benefit plan", as such term is defined in Section 3(3) of ERISA, that provides welfare, retirement or deferred compensation benefits, and each other employment bonus, incentive compensation, severance, salary continuation, change of control, retention, stock option, other equity based performance, vacation, sick leave, holiday pay, fringe benefit, reimbursement program, incentive, insurance, welfare, or other employee benefit plan, program, agreement or policy that provides benefits or compensation in respect of any Employee and that is maintained by any Seller Entity incorporated in the United States or to which any Seller Entity incorporated in the United States contributes, has any obligation to contribute, or is a party, and (ii) each "employee benefit plan" maintained by a Seller Entity not incorporated in the United States or to which a Seller Entity not incorporated in the U.S. contributes (collectively, the "PLANS"). Seller has -35-  made available to Purchaser a true and complete copy of the Plans, trust agreements, annuity contracts and other funding arrangements, IRS determination or opinion letters and all related summary Plan descriptions, relating to the Plans. Schedule 5.15(a) identifies, for each Plan listed thereon, the Seller Entity who maintains, contributes to, has any obligation to contribute to, or is a party to such Plan (the "PLAN SPONSOR"). (b) Except as required by Section 4980B of the Code, neither any Seller Entity nor any ERISA Affiliate maintains has promised, contributes to, or has an obligation to provide or contribute to, any post-employment (or post-service, in the case of a service provider who is not an employee), medical, life or other benefit coverage, plan, policy or arrangement For greater certainty, there is no (and has never been any) Canada Plan providing post employment or post retirement benefits pertaining to current or former business personnel of Canada Sub. (c) Except as disclosed in SCHEDULE 5.15(A), each Plan sponsored by a Seller Entity incorporated in the United States intended to be qualified under Section 401(a) of the Code, and the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS as to its qualification under the Code and to the effect that each such trust is exempt from taxation under Section 501(a) of the Code, and no event has occurred since the date of such determination letter which could adversely affect such qualified or tax exempt status. (d) No Seller Entity nor any ERISA Affiliate has ever maintained, sponsored, contributed to, or had any obligation to contribute to (i) any "pension plan" (within the meaning of Section 3(2) of ERISA) subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, or (ii) any "multiemployer plan" (within the meaning of Section 3(37) of ERISA). No Seller Entity has engaged in any transaction that could be subject to Section 4069 of ERISA. No Seller Entity has incurred any liability under Title IV of ERISA, and no event has occurred with respect to any Plan which could result in any such liability to Purchaser. No Seller Entity has engaged in any non exempt "prohibited transaction" in connection with which such Seller Entity could be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed pursuant to Section 4975 of the Code. To Seller's Knowledge, each of the Plans has been operated and administered in all material respects in accordance with the Plan and all Laws, including but not limited to ERISA, the Code and COBRA requirements thereof. The Controlled Group Benefit Plans that are subject to COBRA have been operated and administered in all material respects in accordance with the requirements of COBRA. There are no material pending or, to Seller's Knowledge, threatened claims by any Employee, spouse or other beneficiary involving any Plan (other than routine claims for benefits). All contributions required to have been made by Seller or any ERISA Affiliate to any Controlled Group Benefit Plan pursuant to such plan and Law (including ERISA and the Code) have been made within the time prescribed by such plan and Law. (e) SCHEDULE 5.15(A) identifies each Employee who, as of the third Business Day prior to the date of this Agreement was hospitalized or on short term disability status, long term disability status, worker's compensation leave, or other leave of absence status from employment in connection with the Business or otherwise not at work for a period of over five (5) days. (f) No amounts payable under the Plans will fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code. Except as disclosed on SCHEDULE 5.15(F), the consummation of the transactions contemplated -36-  by this Agreement will not accelerate the time of payment or vesting, or increase the amount of compensation or benefits due any Employee or liability under any Plan. Full payments of all amounts which Seller or any ERISA Affiliate is required or committed to pay to each of the Plans has been made for all periods prior to and as of the Closing Date; provided, however, that the profit sharing contribution to Seller's 401(k) plan for 2006 will not be made as of the Closing Date, but will be fully accrued on Seller's financial statements. (g) Seller has made available to Purchaser the last annual return, including the actuarial report and all attachments thereto, filed for each Plan and such returns and reports fully and accurately set forth the financial and actuarial condition of such Plans and each trust funding such Plans. (h) Seller has made available to Purchaser an accurate and complete copy of each Seller Entity's standard severance policy. Except for such policies and as disclosed in SCHEDULE 5.15(A), the Seller Entities and ERISA Affiliates do not maintain, and do not have any potential liability for, severance or other termination obligations to any Business Personnel. (i) No Canada Plan is a registered pension plan, or a plan, whether funded or not funded, which provides retirement income and is not registered. (j) All employee data necessary to administer each Canada Plan in respect of current and former Business Personnel of Canada Sub and their respective beneficiaries is in the possession of Canada Sub, and is complete, correct and in a form which is sufficient for the proper administration of the Canada Plans in respect of current and former Business Personnel of Canada Sub and their respective beneficiaries. (k) To the Seller's knowledge, there exists no Liability in connection with any former benefit plan relating to the current or former Business Personnel of Canada Sub or any of their respective beneficiaries that has terminated, and all procedures for termination of each former pension or benefit plan has been properly followed in accordance with the terms of the former pension or benefit plan and applicable Laws. (l) None of the execution and delivery of this Agreement, the performance of the Seller Entities' obligations under this Agreement or the consummation of any of the transactions contemplated in this Agreement will: (i) result in any payment (including bonus, golden parachute, retirement, severance, unemployment compensation, or other benefit or enhanced benefit) becoming payable under any Canada Plan; (ii) increase any benefits otherwise payable under any Canada Plan; (iii) entitle any Business Personnel of Canada Sub to any job security or similar benefit or any enhanced benefits; or (iv) result in the acceleration of the time of payment or vesting of any benefits otherwise payable under any Canada Plan, or result in any Canada Plan becoming -37-  terminable other than at the sole and unfettered discretion of Canada Sub. (m) The summary plan descriptions prepared for, and circulated to, the current and former Business Personnel of Canada Sub and their respective beneficiaries concerning each Canada Plan, together with all written communications of a general nature provided to those persons or any of them, accurately describe in all material respects the benefits provided under each Canada Plan referred to therein. (n) Upon termination of employment, all sick leave benefits accrued by any Business Personnel of Canada Sub will lapse and no payment is required to be made by Canada Sub in respect of the lapsed benefit. 5.16 GUARANTEES. SCHEDULE 5.16 sets forth an accurate and complete list of all guarantees, bid bonds, performance bonds, payment bonds, cash deposits, letters of credit, foreign exchange contracts and other agreements or commitments relating to the foregoing guaranteeing or securing liabilities or obligations arising out of or relating to the Business pursuant to which any Seller Entity has any liability (collectively "GUARANTEES"), and setting forth with respect to each such Guaranty, the amount thereof and the beneficiary thereof, complete and accurate copies of which Seller has made available to Purchaser. 5.17 ENVIRONMENTAL, SAFETY AND HEALTH MATTERS. (a) No Seller Entity has entered into any written agreement with any Governmental Authority or any other Person by which any Seller Entity has assumed responsibility, either directly or as an indemnitor, guarantor or surety, for the investigation or remediation of any condition arising from or relating to a Release or threatened Release of Hazardous Substances in connection with or relating to the Assets or any location to which Hazardous Substances related to or generated by the Business come to be located. (b) There is not now and has not been at any time in the past a Release into the environment of Hazardous Substances in violation of or in a manner that could result in liability under any Environmental Laws for which any Seller Entity, with respect to the Assets or any location to which Hazardous Substances related to or generated by the Business are located, may be directly or indirectly responsible. (c) No Seller Entity has transported, stored, treated or disposed of, nor has it allowed or arranged for any third Person to transport, store, treat or dispose of, any Hazardous Substances to or at any location other than a site lawfully permitted to receive such substances; nor has it performed, arranged for or allowed by any method or procedure such transportation, storage, treatment or disposal in violation of or in a manner that could result in liability under any Environmental Laws. (d) Seller has made available copies to Purchaser of any reports, assessments, analytical results, correspondence, pleadings, or other documents -38-  related to compliance with or liability under any Environmental Law of the Business, including any Phase I or II reports and any compliance audits. 5.18 TAX MATTERS. Except as set forth on SCHEDULE 5.18: (a) Each Seller Entity has duly filed, in accordance with Laws, all Tax returns and reports required to be filed on or prior to the Closing Date by or on behalf of such Seller Entity relative to the Business (including all declarations, reports and statements required to be filed with relevant Governmental Authorities regulating software technology park units in India). Such Tax returns and reports as filed (or to be filed) are (or will be) true, correct and complete in all respects. All Taxes due and payable as shown in such Tax returns and reports or otherwise (including all Taxes any Seller Entity was required to withhold from Employees, agents, contractors, and nonresidents) or otherwise required to be paid by any Seller Entity, have been paid. (b) No Tax deficiency, assessment or penalty is proposed or assessed against any Seller Entity with respect to the Business or Assets. Seller has made available to Purchaser copies of all federal, state and foreign tax returns filed by any Seller Entity in the past three (3) years. Except as set forth on SCHEDULE 5.18, there is no ongoing audit, litigation, or similar proceeding concerning any Tax returns of any Seller Entity. (c) None of the Assets is property required to be treated as being owned by any other person or entity pursuant to the so-called safe harbor provisions of former section 168(f)(8) of the Code. None of the Assets is property that is tax exempt use property under section 168(h) of the Code. (d) None of the Assets secures any debt the interest on which is tax exempt under section 103 of the Code. (e) No Seller Entity is a foreign person within the meaning of Code Section 1445. (f) India Sub: (i) has not been required, and is not required, to file any Tax return with any Governmental Authority outside India, and no Governmental Authority has made any claim that India Sub is or may be subject to Tax in any jurisdiction where India Sub has not filed a Tax return; (ii) is a software technology park unit as referred to in Section 10A of the India Tax Act; (iii) is entitled to exemption from Tax on income under Section 10A of the India Tax Act; and (iv) has fully complied with all the terms, conditions and obligations required to be fulfilled by it as a software technology park unit. -39-  (g) Canada Sub: (i) has not been required, and is not required, to file any Tax return with any Governmental Authority outside Canada, and no Governmental Authority has made any claim that Canada Sub is or may be subject to Tax in any jurisdiction where Canada Sub has not filed a Tax return; (ii) has not previously claimed reserves under the ITA or any other Tax Law for the most recent taxation year ending prior to the date hereof; (iii) has not, directly or indirectly, transferred property to, or acquired property from, any Person with whom Canada Sub was not dealing at Arm's Length, or provided services to or received services from any such Person for consideration that is materially less than the fair market value of the property or service at the time of the disposition or acquisition thereof (in the case of property) or the provision or receipt thereof (in the case of services), or been a party to any contract or transaction that could result in a liability for Tax under Section 160 of the ITA or any substantially similar provisions of other applicable Tax Laws; (iv) has made available to Purchaser copies of all Contracts and other documents relating to transactions entered into by it prior to the Closing Date with Persons with whom the Canada Sub was not dealing at Arm's Length at the time the transaction occurred; (v) is registered for purposes of the ETA; (vi) has complied, in all material respects, on a timely basis with all registration, reporting, collection, remittance and other requirements in respect of all applicable sales and value-added Tax Laws, including the ETA, the Quebec Sales Tax Act and the Retail Sales Tax Act (Ontario); (vii) has made available to Purchaser all invoices, purchase orders and all such other documents as are necessary to make any claim for input tax credits, refunds or rebates claimed or to be claimed under the applicable sales tax and value-added Tax Laws; (viii) has not made any elections or designations for the purposes of the ITA or the ETA or other applicable Tax Law; (ix) without limiting the generality of clause (viii) of this SECTION 5.18(G), has not acquired any property on a tax-deferred or rollover basis and no election under Sections 13, 44, 83 or 85 of the ITA (or any substantially similar provision of any applicable Tax Law) has been made or filed by or on behalf of Canada Sub with respect to the acquisition or disposition of property; -40-  (x) without limiting the generality of clause (viii) of this SECTION 5.18(G), except for elections under section 167 of the ETA and under section 75 of the Quebec Sales Tax Act, Canada Sub is not a party to any elections made under the ETA or the Quebec Sales Tax Act; (xi) has not made or authorized any payments to its directors, officers, former directors, shareholders or employees or to any person or corporation not dealing at Arm's Length with any of the foregoing except in the Ordinary Course and at the regular rates payable to them of salary, pension, bonuses, rents or other payments of any nature; (xii) has no loans or indebtedness outstanding made to directors, former directors, officers, shareholders or employees of Canada Sub or to any person not dealing at Arm's Length with any of the foregoing; (xiii) in the three (3) years prior to the date of this Agreement, has not received or taken advantage of, directly or indirectly, any grants, Tax benefits, , subsidies, loan guarantees, government contracts, or other forms of preferential treatment or assistance from any Governmental Authority, other than those provided for in the ITA or other Tax Laws; (xiv) has not changed its taxation year end (which is December 31) since its incorporation; and (xv) has, in all material respects, properly and timely deducted, withheld and remitted all Taxes required to be deducted, withheld or remitted by Canada Sub under any applicable Law from amounts paid or credited by Canada Sub to or for the account or benefit of any Person, including Taxes on payments to any of its present or former Business Personnel, officers or directors, and Taxes on payments to any Person who is a non-resident of Canada. (xvi) There are no circumstances existing which could result, and the Closing will not result, in the application to the Canada Sub of Sections 80 through 80.4 of the ITA or any substantially similar provisions of any applicable provincial Tax Laws. (xvii) The Records of Canada Sub fairly and correctly set out and disclose in all material respects, all liabilities and unclaimed input tax credits under the ETA for purposes of the goods and services or harmonized sales tax and any unclaimed credits or refunds under other similar provincial value added or multi staged Tax. All financial transactions of Canada Sub have been recorded in its Records for Tax purposes in all material respects in accordance with generally accepted accounting principles of Canada. (xviii) Copies of all Tax rulings pertaining to Canada Sub have been made available to Purchaser. There is no action or, to Seller's Knowledge, threatened action to revoke any such Tax ruling. There are no requests -41-  for Tax rulings pertaining to Canada Sub that could affect the liability of Canada Sub or any affiliate of Canada Sub for Taxes or the amount of the taxable income or loss for any taxation year or period ending after the Closing Date. (xix) SCHEDULE 5.18(G) accurately reflects all notices of assessment and reassessment of Taxes that have been received by Canada Sub from all relevant Governmental Authorities with respect to the Tax liabilities of Canada Sub for all taxation years and other periods subsequent to January 1, 1998, and no Governmental Authority is entitled to assess or reassess Canada Sub for any Tax in respect of a taxation year or other period prior to January 1, 1998. (xx) For purposes of this Section 5.18 and Section 2.4(a), reference to a Seller Entity shall include any predecessor to such Seller Entity or any Person from which such Seller Entity incurs a liability for Taxes as a result of joint and several liability, transferee liability, a contract or otherwise. 5.19 CUSTOMER RELATIONS; WARRANTIES. (a) Except as set forth on SCHEDULE 5.19(A), since December 31, 2005, no Seller Entity has received any indication from any customer to the effect that such customer will stop, or materially decrease the rate of, buying services, materials or products from the Business. (b) Seller has made available Purchaser with complete and accurate copies of all written (and accurate written summaries of all oral) customer warranties currently in effect with respect to the Business. (c) There are no service warranty or product liability claims or causes of action pending or, to Seller's Knowledge threatened, against any Seller Entity relating to the Business. Complete and accurate summaries of the types and durations of the warranties provided to customers are contained in SCHEDULE 5.19(C). 5.20 BROKERS. Except as set forth on SCHEDULE 5.20, no Seller Entity has any obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.21 RELATED PARTY TRANSACTIONS; NO IMPROPER PAYMENTS OR INFLUENCE. (a) Except as described on SCHEDULE 5.21: (i) no officer or director of any Seller Entity, or any immediate family member or Affiliate of any such officer or director, is currently indebted to any Seller Entity, nor is any Seller Entity indebted (or committed to make loans or extend or guarantee credit) to any of such Persons; and -42-  (ii) no officer or director of any Seller Entity, or any immediate family member or Affiliate of any such officer or director, has any direct or indirect ownership interest in any Person with which any Seller Entity has a business relationship; PROVIDED, HOWEVER, that the foregoing representation in this SECTION 5.21(A)(II) shall not apply in cases where an officer or director of a Seller Entity, or immediate family member or Affiliate thereof, owns stock of a publicly-traded company, provided that such ownership constitutes less than one percent (1%) of the outstanding capital stock of such publicly traded company. (b) Without limiting the generality of SECTION 5.6: (i) Neither any Seller Entity nor any Affiliate, agent or Employee of Seller has used any funds or assets or otherwise made any payment in connection with the Business that would violate any Law. Neither any Seller Entity nor any Affiliate, agent or Employee of Seller has used any corporate or other funds in connection with the Business for unlawful contributions, payments, gifts, or entertainment, or made an unlawful expenditure in connection with the Business relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in connection with the Business in violation of Section 30A of the Exchange Act. Neither any Seller Entity nor any Affiliate, agent or Employee of Seller has accepted or received any unlawful contributions, payments, gifts, or expenditures in connection with the Business. (ii) Each Seller Entity and its Affiliates have complied with the U.S. Foreign Corrupt Practices Act and the Export Administration Regulations promulgated by the Office of Export Administration, United States Department of Commerce. Each Seller Entity and its Affiliates have not, directly or indirectly, offered, paid, promised to pay or authorized the payment of any money or anything of value to: (a) any governmental official, any political party or official, or any candidate for political office; or (b) any other Person, in any case, while knowing or having reason to know that all or a portion of such money or thing of value has been offered, given or promised, directly or indirectly, to any such official, to any political party or party official, or to any candidate for political office, for the purpose of (i) influencing any action or decision of such official, party or party official, or candidate in his, her or its official capacity, including a decision to fail to perform his, her or its official functions, or (ii) inducing such official, party or party official, or candidate to use his, her or its influence with any Governmental Authority to affect or influence any act or decision of such Governmental Authority in order to assist Seller or its Affiliates, directly or indirectly, in obtaining or retaining business for or with, or directing business to, any Person. -43-  5.22 PERFORMANCE UNDER CLIENT CONTRACTS. With respect to each Client Contract under which any Seller Entity purports to have fully performed any of its obligations ("COMPLETED OBLIGATIONS") prior to the Closing Date: (a) there exist no facts, circumstances or events that constitute a breach of any warranty made by the applicable Seller Entity in or in connection with such Completed Obligations; and (b) the applicable Seller Entity has fully performed such Completed Obligations in accordance with the terms and conditions of the applicable Client Contract. 5.23 DISCLOSURE. None of the representations or warranties made by Seller herein or in any Exhibit or Schedule hereto, or in any certificate furnished by Seller pursuant to this Agreement, when all such documents are read together in their entirety, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading. - -------------------------------------------------------------------------------- ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF PURCHASER. - -------------------------------------------------------------------------------- Purchaser, acknowledging that Seller is and will be relying thereon, represents and warrants to Seller, on the date hereof and as of the Closing Date, as follows: 6.1 CORPORATE ORGANIZATION. (a) Each of Purchaser and Sponsor is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has all requisite corporate power and authority to own, lease or otherwise hold its assets, properties, interests in properties and rights and to carry on its business as presently conducted and to carry on the Business upon consummation of the transactions contemplated hereby. (b) TEFIS is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland and has all requisite limited liability company power and authority to own, lease or otherwise hold its assets, properties, interests in properties and rights and to carry on its business as presently conducted. (c) AGCC is an unlimited liability company duly organized, validly existing and in good standing under the laws of Nova Scotia and has all requisite unlimited liability company power and authority to own, lease or otherwise hold its assets, properties, interests in properties and rights and to carry on its business as presently conducted. 6.2 AUTHORIZATION AND EFFECT OF AGREEMENT. Each of the Purchaser Entities has all requisite corporate power and authority to execute and deliver this Agreement and the other Acquisition Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. -44-  The execution, delivery and performance by each of the Purchaser Entities of its respective obligations under this Agreement and the other Acquisition Agreements to which it is to be a party, and the consummation by the Purchaser Entities of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of each such Purchaser Entity. This Agreement has been and each of the other Acquisition Agreements to which each Purchaser Entity is to be a party when executed and delivered will have been, duly and validly executed and delivered by such Purchaser Entity, and constitutes or will constitute a valid and binding obligation of such Purchaser Entity, enforceable against such Purchaser Entity in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to creditors rights generally, and subject to general principles of equity. 6.3 NO CONFLICT. (a) The execution, delivery and performance by each Purchaser Entity of this Agreement and the other Acquisition Agreements to which it is to be a party does not, and the consummation by the Purchaser Entities of the transactions contemplated hereby and thereby will not, conflict with, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any material benefit under, or result in the creation of any Lien upon any of its assets under any provision of (A) the Organizational Documents of any Purchaser Entity, (B) any contract to which any Purchaser Entity is a party, or (C) any order, writ, judgment, injunction or decree applicable to any Purchaser Entity or any of its properties. (b) No Approval of any Governmental Authority or other Person is required in connection with the execution, delivery and performance by each of the Purchaser Entities of the Acquisition Agreements to which it is a party, or the consummation by each Purchaser Entity of the transactions contemplated by the Acquisition Agreement(s) to which it is a party, except for the filing of a premerger notification report under the HSR Act. 6.4 LITIGATION. There are no actions, suits or proceedings pending or, to the knowledge of Purchaser, threatened, which question the validity of this Agreement or any other Acquisition Agreement or any action taken or to be taken in connection herewith or therewith. 6.5 BROKERS. Neither Purchaser nor any of its Affiliates has any obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 6.6 FINANCIAL ABILITY. Purchaser has, and will have at Closing, cash on hand sufficient to pay the Purchase Price in full. -45-  6.7 DISCLOSURE. None of the representations or warranties made by Purchaser herein or in any Exhibit or Schedule hereto, or in any certificate furnished by Purchaser pursuant to this Agreement, when all such documents are read together in their entirety, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading. - -------------------------------------------------------------------------------- ARTICLE VII. COVENANTS - -------------------------------------------------------------------------------- 7.1 PRESS RELEASES. Prior to the Closing, no Party will issue or cause publication of any press release or other announcement or public communication with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other, which consent will not be unreasonably withheld; PROVIDED, HOWEVER, that nothing herein will prohibit any Party from issuing or causing publication of any such press release, announcement or public communication to the extent that such Party reasonably determines such action to be required by Law, the rules of any national stock exchange applicable to it or its Affiliates or any other regulatory authority. 7.2 REGULATORY FILINGS; STEPS TO OBTAIN SHAREHOLDER APPROVAL. (a) As soon as practicable after the date hereof, Purchaser and Seller will make such filings as are required by the HSR Act with respect to the consummation of the transactions contemplated by this Agreement. As soon as practicable after the date hereof, Purchaser and Seller will make or cause to be made such filings as may be required by any comparable Law of any other country with respect to the consummation of the transactions contemplated by this Agreement. Purchaser and Seller will file or cause to be filed as promptly as practicable with the United States Federal Trade Commission and the United States Department of Justice and any comparable foreign government agency any supplemental information which may be required pursuant to the HSR Act or foreign Law. All such filings comply or will comply in all material respects with the requirements of the respective Laws pursuant to which they are filed. Seller and Purchaser shall each pay its own costs and expenses incurred in connection with such filings; PROVIDED, HOWEVER, that all filing fees required under the HSR Act shall be paid one-half (1/2) by Purchaser and one-half (1/2) by Seller. (b) Purchaser and Seller shall coordinate and cooperate with one another and shall each use reasonable best efforts to comply with, and shall each refrain from taking any action that would impede compliance with, all Laws, and, as promptly as practicable after the date hereof, each of the Purchaser and Seller shall make all filings, notices, petitions, statements, registrations, submissions of information, applications or submissions of other documents required by any Governmental Authority in connection with the Transfer and the transactions contemplated hereby, including any filings required under the Securities Act of 1933 (as amended), the Exchange Act, any applicable state securities or "blue sky" laws and the securities laws of any foreign country. Each of the Purchaser and the Seller Entities will cause all documents that it is responsible for filing with any Governmental Authority under this SECTION 7.2(B) to comply in all material respects with all Laws. -46-  (c) Each of the Parties will use its commercially reasonable efforts to obtain, and to cooperate with the other in obtaining, all Approvals of Governmental Authorities that may be or become necessary in connection with the consummation of the transactions contemplated by this Agreement prior to or after the Closing. (d) Seller, acting through the Seller Board, shall, in accordance with the applicable provisions of its Organizational Documents and the NYBCL: (i) As promptly as practicable following the execution and delivery of this Agreement, duly call, give notice of, convene and hold a special meeting of its shareholders for the purposes of considering and taking action upon the approval of this Agreement and the transactions contemplated hereby and, subject to SECTION 7.3(D), include disclosure regarding the Seller Board Approval in the materials disseminated to the Seller's shareholders; and (ii) As promptly as practicable, but in no event later than thirty (30) days following the execution and delivery of this Agreement, file with the SEC a preliminary proxy or information statement relating to this Agreement and the transactions contemplated hereby. Such proxy statement may also include, in Seller's sole discretion, proposals relating to the sale of substantially all of the assets of or related to the operations of Seller's Chimes, Inc. subsidiary and the adoption of a plan of liquidation for Seller. Seller shall obtain and furnish the information required to be included by the SEC in the proxy or information statement, respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement, including any amendments or supplements thereto, to be mailed to its shareholders at the earliest practicable date. Seller shall provide to Purchaser drafts of the preliminary proxy or information statement and any amendments thereto prior to filing them or disseminating them to its shareholders and shall not include therein any description of any of the Purchaser Entities without Purchaser's prior written consent, which consent shall not be unreasonably withheld. Notwithstanding anything herein to the contrary, in no event shall Seller or the Seller Board be required to take any of the actions set forth in this SECTION 7.2(D) prior to the date that is thirty (30) days following the execution and delivery of this Agreement. 7.3 EXCLUSIVITY. (a) NO SOLICITATION OF ALTERNATIVE TRANSACTIONS. The Seller Entities will not, and will not permit or authorize any of their Representatives to, directly or indirectly, take any of the following actions with any Person other than the Purchaser without the prior written consent of the Purchaser: (i) solicit, initiate, facilitate or encourage, or furnish information with respect to any of the Seller Entities, in connection with any inquiry, proposal or offer with respect to an Alternative Transaction; (ii) negotiate, discuss, explore or -47-  otherwise communicate or cooperate in any way with any third Person with respect to any Alternative Transaction; or (iii) enter into any agreement, arrangement or understanding with respect to an Alternative Transaction or requiring any Seller Entity to abandon, terminate or refrain from consummating the transactions contemplated by this Agreement with the Purchaser. Each Seller Entity shall immediately cease any discussions or negotiations existing as of the date hereof with any third Person relating to any proposed Alternative Transaction, and shall request that all confidential information furnished on behalf of any Seller Entity to any such Persons be returned. This Section 7.3(a) shall not apply to a Total Company Sale. (b) ALTERNATIVE TRANSACTION. Notwithstanding the provisions of Section 7.3(a), Seller may, in response to an unsolicited bona fide written inquiry, offer or proposal with respect to an Alternative Transaction furnish confidential or nonpublic information to (pursuant to a customary confidentiality agreement), and engage in discussions and negotiate with, the Potential Acquirer making such written inquiry, offer or proposal. (c) NOTICE TO PURCHASER. Seller shall, and shall use its best efforts to cause its Representatives to, notify the Purchaser orally and in writing no later than forty-eight (48) hours after receipt by Seller of any inquiry, offer or proposal with respect to an Alternative Transaction or Total Company Sale, including the identity of the Potential Acquirer and stating the terms thereof, and shall thereafter keep Purchaser reasonably informed of any material change in the status of any discussions or negotiations with such Potential Acquirer and any material changes to the terms and conditions of such Alternative Transaction or Total Company Sale, and shall promptly give the Purchaser a copy of any business or financial information related to any Seller Entity delivered to such Potential Acquirer which has not previously been reviewed by the Purchaser. (d) FIDUCIARY "OUT". Notwithstanding anything in this Agreement to the contrary, including SECTION 7.3(A), the Seller Board may at any time prior to the effectiveness of the Shareholder Approval, (x) withdraw or modify its approval or recommendation of this Agreement and the transactions contemplated hereby or (y) approve or recommend an Alternative Transaction or a Total Company Sale provided that, in the case of an Alternative Transaction: (A) an unsolicited bona fide written offer or proposal is made to Seller by a third party with respect to such Alternative Transaction and such offer or proposal for an Alternative Transaction is not withdrawn; (B) the Seller Board determines in good faith, after consultation with its financial advisor, that such offer or proposal constitutes a Superior Alternative Transaction; and (C) following consultation with outside legal counsel, the Seller Board or a committee of disinterested directors determines that the withdrawal or modification of its approval or recommendation of this Agreement or the transactions contemplated hereby is required to comply with the fiduciary duties of the Seller Board to the shareholders of Seller under applicable Law. 7.4 INVESTIGATION BY PURCHASER. Prior to the Closing, upon reasonable notice from Purchaser to Seller given in accordance with this Agreement, the Seller Entities will afford to the -48-  officers, attorneys, accountants and other authorized representatives of Purchaser complete access during normal business hours (upon reasonable advance notice) to the assets, properties, officers, Employees and books and records of the Seller Entities so as to afford Purchaser full opportunity to make such review, examination and investigation of the Business as Purchaser may desire to make. Purchaser will be permitted to make extracts from or to make copies of the Seller Entities' books and records as it may deem necessary. Prior to the Closing, the Seller Entities will furnish or cause to be furnished, to the extent it is available, such financial and operating data and other information as to the Business as Purchaser may reasonably request. 7.5 CONFIDENTIAL NATURE OF INFORMATION. Subject to SECTION 7.1, for the period from the date hereof until the Closing, the provisions of that certain Confidentiality Agreement between Seller and Allegis Group Services, Inc. dated January 6, 2006 are hereby incorporated herein in all respects by reference thereto and shall also apply to Evaluation Material (as defined therein) which is disclosed to Purchaser hereunder prior to Closing. In addition to using such Evaluation Material for the purpose of evaluation as permitted under such Confidentiality Agreement, the Purchaser shall also be permitted to use such Evaluation Material to carry out the transactions contemplated by this Agreement. 7.6 OPERATION OF THE BUSINESS. Except as expressly contemplated by this Agreement or otherwise consented to by Purchaser in writing, between the date hereof and the Closing, Seller will, and will cause the other Seller Entities to: (a) conduct their business in the Ordinary Course, and use all commercially reasonable efforts to maintain the goodwill and reputation associated with the Business and to avoid taking any action that would cause or constitute a breach of any of the warranties contained in ARTICLE V; (b) use commercially reasonable efforts to maintain the employment of all Business Personnel who have executed employment agreements with a Purchaser Entity that are contingent upon the Closing; (c) not enter into any contract or commitment by or on behalf of the Business, except (i) contracts or commitments to provide the services regularly offered by the Business in the Ordinary Course, and (ii) other contracts and commitments in the Ordinary Course requiring payments not in excess of $100,000 in the aggregate; (d) not amend or terminate any Material Contract, other than any such amendment or termination of any Material Contract in the Ordinary Course; (e) not license, transfer, pledge, mortgage or otherwise dispose of any tangible or intangible asset that is material to the Business, except in the Ordinary Course; (f) not cancel, amend, release, waive or compromise, except in the Ordinary Course, any debts or claims in favor of any Seller Entity in excess of $100,000; -49-  (g) except in the Ordinary Course, not institute any material change in the method of purchase, sale, lease, management, marketing, operation or accounting, in each case in respect of the Business; (h) not materially increase the compensation payable to any Business Personnel or grant to any Business Personnel any unusual or extraordinary bonuses, benefits or other forms of direct or indirect compensation (including, without limitation, severance, termination or "change of control" benefits); (i) not amend any employment terms for any Business Personnel whose compensation from the Business in the last fiscal year exceeded $75,000; (j) not amend or make any changes with respect to any other plan, program, policy or arrangement covering such Employees, including any Plan; (k) not change any accounting method, practice or policy used by the Business; (l) not incur any capital expenditure or acquire any assets, properties, capital stock or business of any other Person (except for the acquisition of assets used in the Ordinary Course); and (m) not agree or commit to do anything described in the foregoing clauses (c) through (l). 7.7 PERSONNEL MATTERS. (a) EMPLOYMENT OF SELLER'S EMPLOYEES. Purchaser will offer employment to a substantial number of Business Personnel employed or engaged by Seller or Healthcare Sub. Purchaser may, upon prior notice to Seller, interview and discuss potential employment with all Business Personnel. Purchaser will provide Seller with a list of Business Personnel to whom Purchaser has made an offer of employment that has been accepted to be effective upon the Closing (the "TRANSFERRED PERSONNEL") (the foregoing is in addition to, and not in limitation of, any rights of access provided to Purchaser pursuant to SECTION 7.4). After the Closing, Seller and Healthcare Sub shall be solely responsible for, and shall pay and discharge, all Liabilities (including any severance benefits or dues, whether statutory or otherwise) arising in connection with the end of the independent contractor relationship or employment (as applicable) with Seller or Healthcare Sub of all Transferred Personnel. The foregoing sentence shall not apply to any termination by any Purchaser Entity of the independent contractor relationship or employment (as applicable) of any person except that Seller shall reimburse Canada Sub for any severance obligations Canada Sub is required to be pay to those employees of Canada Sub the employment of whom Purchaser has notified Seller in writing prior to Closing that it intends to terminate. (b) EMPLOYEE BENEFIT ARRANGEMENTS. (i) Seller shall cause all group health plans that are US Plans and under which Business Personnel and their beneficiaries are covered on the Closing Date to continue to cover such Business Personnel until 11:59 p.m., New York City time, on the last calendar day of -50-  the month in which the Closing Date occurs (the "BENEFIT CUTOFF TIME"). As of the Benefit Cutoff Time, all Transferred Personnel shall cease participation in all US Plans, except with respect to benefits accrued as of, or claims incurred on or prior to, such time. Purchaser shall bear all responsibility for providing to Transferred Personnel and their beneficiaries who are otherwise eligible under the terms of Purchaser's group health plans, coverage under a group health plan beginning as of the Benefit Cutoff Time. (ii) Seller shall continue to maintain a "group health plan" (within the meaning of Section 4980B(g)(2) of the Code) until the date that Seller completes the winding up of its business. Seller shall provide Purchaser with written notice at least 30 days before Seller will cease to maintain a group health plan. Such notice will include such information regarding the individuals covered under Seller's group health plan as Purchaser may reasonably request in order to permit Purchaser to comply with any obligations it might have under COBRA when Seller ceases to maintain the group health plan. (iii) Purchaser assumes no liability with respect to, and receives no right or interest in, any Controlled Group Benefit Plan. (iv) With respect to claims by Transferred Personnel and their beneficiaries and dependents for workers' compensation or for the type of benefits described in Section 3(1) of ERISA (whether or not covered by ERISA), (i) Seller shall assume and be responsible for such claims that are incurred on or prior to the Closing Date; and (ii) Purchaser shall assume and be responsible for such claims that are incurred after the Closing Date. For purposes of the foregoing, a medical/dental claim shall be considered incurred when the medical services are rendered or medical supplies are provided, and not when the condition arose; provided that claims relating to a hospital confinement that commences on or prior to the Closing Date but continuing thereafter shall be treated as incurred on or prior to the Closing Date. A disability or workers' compensation claim shall be considered incurred on or prior to the Closing Date if the injury or condition giving rise to the claim occurred on or prior to the Closing Date. (v) Seller shall not offer to any Business Personnel healthcare flexible spending account coverage for 2007. (vi) Seller shall be responsible for satisfying any and all obligations and liabilities under the continuation coverage provisions of the CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF 1985, as amended ("COBRA"), and any applicable state Law to provide continuation coverage to or with respect to all employees or former employees of Seller and Healthcare Sub and their beneficiaries as a result of any "qualifying event" occurring prior to the Closing or as a result of the transactions contemplated by this Agreement. Seller shall not take any action or -51-  cause any action to be taken that would trigger liability to Purchaser with respect to any M&A qualified beneficiary within the meaning of Section 54.4980B-9 of the Treasury Regulations of the Code. (vii) Purchaser will absorb all accrued but unpaid vacation pay for all Transferred Personnel up to forty hours per Transferred Person. All bonuses due to employees to be paid in the year of closing shall be prorated between Seller and Purchaser as of the Closing Date with the Seller being responsible for the fraction of such bonus equal to the number of days from the first day of the calendar year in which the Closing Date occurs to the Closing Date divided by 365. Any severance pay due to Transferred Personnel who are subsequently terminated by the Purchaser shall be payable by the Purchaser. All bonuses paid or payable to Transferred Personnel with respect to 2006 shall be paid by Seller. (c) WARN ACT NOTICES. In respect of notices and payments relating to events occurring on or prior to the Closing, Seller shall be responsible for and assume all liability for any and all notices, payments, fines or assessments due to any government authority, pursuant to any Law with respect to the employment, discharge or layoff of Business Personnel by any Seller Entity as of or before the Closing, including but not limited to the WARN Act. (d) NO THIRD PARTY RIGHTS. Nothing expressed or implied in this SECTION 7.7 will confer upon any Business Personnel, any employee or independent contractor of Purchaser, or any legal representative of any such Person, any rights or remedies, including any right to employment or continued employment for any specified period, of any nature or kind whatsoever under or by reason of this Agreement. Except as provided in SECTION 7.7(B)(II), nothing in this Agreement will limit or restrict in any way the right of the Seller or the Purchaser to modify, amend, terminate or establish employee benefit plans or arrangements in whole or in part at any time after the Closing Date. (e) NUMBER OF EMPLOYEES. Seller agrees to cause Canada Sub to maintain the employment of Eligible Employees so that the number of Eligible Employees employed by Canada Sub on December 31, 2006 and on each day thereafter up to and including the Closing Date shall be equal to or greater than three hundred fifteen (315). 7.8 GENERAL POST CLOSING MATTERS. (a) POST CLOSING NOTIFICATIONS; COOPERATION. (i) Each of Purchaser and Seller will, and will cause its Affiliates to, comply with any applicable post-Closing notification or other requirements relating to the transactions contemplated hereby of any antitrust, trade competition, investment or control, export or other Law of any Governmental Authority having jurisdiction over the Business. (ii) To the extent lawful, Purchaser and Seller will cooperate to obtain favorable unemployment insurance -52-  and workers' compensation ratings with respect to those states in which any material operations of the Business are conducted. (b) ACCESS. (i) On the Closing Date or as soon thereafter as practicable, but in no event later than ninety (90) calendar days after the Closing Date, Seller will deliver or cause to be delivered to Purchaser all original agreements, documents, books, records and files (whether in machine or human-readable format) in the possession of Seller and its Affiliates relating to the Business or the Assets, including property records, production records, engineering records, purchasing and sales records, personnel and payroll records (to the extent permitted by Law), accounting records, mailing lists, customer and vendor lists and records, contractor and candidate lists and records, and databases containing any of the foregoing (collectively, "RECORDS"), except that, subject to Purchaser's right to have reasonable access, Seller shall retain and not Transfer to Purchaser (i) Records which contain only incidental information relating to the Business or primarily relating to Seller or the businesses of Seller other than the Business; (ii) personnel and payroll Records that Seller is prohibited by Law from transferring to Purchaser; and (iii) the Organizational Documents of Seller, Healthcare Sub and GBS (collectively, the "RETAINED RECORDS"). (ii) For a period of five (5) years after the Closing, upon reasonable notice, each of Purchaser and Seller will give, or cause to be given, to the Representatives of the other access to and permission to copy, at the requesting Party's expense, during normal business hours, Records relating to periods prior to the Closing and access to employees, to the extent reasonably requested by the other Party in connection with financial reporting matters, audits, legal proceedings, employee benefit claims, governmental investigations and other reasonable business purposes related to the fact of its ownership of the Business; PROVIDED, HOWEVER, that nothing herein will obligate any Party to take actions that would unreasonably disrupt the normal course of its business, violate the terms of any contract to which it is a party or to which it or any of its assets is subject, or grant access to any of its proprietary, confidential or classified information which does not relate to the Business or the Assets; provided, HOWEVER, that Purchaser, its Affiliates and the employees, officers, directors and agents of any of them shall not have any liability in connection therewith. Notwithstanding anything herein to the contrary, this SECTION 7.8(B)(II) shall not apply with respect to Actions or other disputes between the Parties. (iii) In the event and for so long as any Party actively is pursuing an affirmative recovery or contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand in connection with (i) any transaction -53-  contemplated under this Agreement or any Acquisition Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving the Business or the Assets, the other Party will cooperate with such Party and its counsel in the pursuit, contest or defense as may be reasonably requested. (c) CERTAIN TAX MATTERS. (i) Except as otherwise expressly provided in this Agreement, Purchaser and Seller will share equally and promptly reimburse the other for its share of any applicable sales, use, transfer, stamp, conveyance, value added or other similar taxes, duties, excises or governmental charges imposed by any taxing jurisdiction, domestic or foreign, with respect to the Transfer of the Assets (including but not limited to Transferred Intellectual Property) and any deficiency, interest or penalty asserted with respect thereto; and for all recording or filing fees, notaries fees and other similar costs of closing with respect to Transfer of the Assets or otherwise on account of this Agreement or the transactions contemplated hereby. (ii) Seller and Purchaser shall each (i) provide the other Party with such information or assistance as may be reasonably requested of such Party in connection with the preparation and filing of any return or report, any audit or examination by any taxing authority, any judicial or administrative proceeding, or any other reasonable business purpose relating to liability for Taxes with respect to the Business or Assets; (ii) retain for the statute of limitations (including any extensions) applicable with respect to such returns, audits, examinations, or proceedings, such material records or information as may be relevant thereto; (iii) provide the other Party with reasonable access to, and allow the other Party to make copies and extracts of, such records or information, and prior to disposing of any such records or information allow the other Party (at the first Party's cost and expense of shipping) the right to obtain the originals of such records or information; (iv) in connection with such returns, audits, examinations, and proceedings, cause its relevant employees and representatives to be reasonably available to the other Party and to provide to the other Party reasonable technical support (including the provision of interpretations, analyses, and testimony with respect to operation of the Business and other intangibles); and (v) provide the other Party with any final determination of any such audit, examination, or proceeding that affects the amount required to be shown on any tax return of the other Party for any period. The Party requiring assistance shall reimburse the other Party for all reasonable out of pocket costs incurred as a direct result thereof (excluding costs of time expended by employees and representatives), but only if and to the extent that the first Party was informed of and approved of the costs prior to the provision of -54-  assistance. Access to records and information relating to Taxes shall be governed by this SECTION 7.8(C)(II), and not SECTION 7.8(B)(II). (iii) Notwithstanding any other provision in this Agreement, Seller shall indemnify and hold Purchaser harmless from all Taxes attributable to the ownership or sale of the Assets or the operations of the Business for all taxable periods ending on or before the Closing Date. In case of a period that includes, but does not end on the Closing Date, Taxes which are in the nature of real property or personal property Taxes shall be allocated to the Seller for the portion of the period ending on or before the Closing Date, pro rata based on the ratio of the number of days in the portion of the period ending on or before the Closing Date to the total number of days in the period. All other Taxes shall be allocated based on the date they actually accrue. (iv) Seller hereby agrees and acknowledges that after the Closing Date Purchaser shall be entitled to make an election pursuant to Section 338(g) of the Code. (d) MATERIALS RECEIVED AFTER CLOSING. Following the Closing, Purchaser may receive and open all mail, electronic mail and telecopies addressed to any Seller Entity or any of their Affiliates and deal with the contents thereof in its discretion to the extent that such mail, electronic mail or telecopies and the contents thereof relate to the Business or the Assets. Seller agrees to promptly deliver to Purchaser all of the mail, electronic mail, checks, money, telecopies and any other information related to the Business, the Assumed Liabilities or the Assets received by Seller or any of its Affiliates following the Closing. Seller will cooperate with Purchaser, and take such actions as Purchaser reasonably requests, to assure that customers of the Business send their remittances directly to Purchaser. Purchaser agrees to promptly deliver to Seller all of the mail, electronic mail, checks, money, telecopies and other information related to the Excluded Assets or the Excluded Liabilities received by Purchaser following the Closing. (e) COLLECTION AND REMITTANCE OF ACCOUNTS RECEIVABLE. (i) Seller agrees to promptly remit to Purchaser all amounts collected by any Seller Entity (other than any Seller Sub) or any of their Affiliates after the Closing in respect of any account receivable related to the Business that was included in the Assets, or otherwise relates to or arises from the operation of the Business by Purchaser after the Closing. (ii) Purchaser agrees to promptly remit to Seller all amounts collected by Purchaser after the Closing in respect of (x) any account receivable related to the Business that was not included in the Assets and (y) the Quebec Tax Receivable and to file, or cause Canada Sub to file, such forms with such Governmental Authorities and take, or cause Canada Sub to take, such other actions as Seller may reasonably request promptly after any such request with respect to collection of the Quebec Tax Receivable and otherwise to use reasonable efforts to collect, or cause Canada Sub to collect, such receivables and the Quebec Tax -55-  Receivable; PROVIDED, HOWEVER, that if it is reasonably necessary for Purchaser or Canada Sub to engage any third party professional service provider to provide assistance with the actions contemplated by this clause (y), Seller shall be responsible for the fees and expenses of such third party professional service provider. If Seller has ceased to exist at the time Purchaser would otherwise make any such remittance, Purchaser shall remit such amount to Seller's successors or assigns, as the case may be. If Purchaser is unable to locate any successors or assigns of Seller after reasonable good faith efforts to do so (not including individual shareholders of Seller), Purchaser shall be entitled to retain amounts collected by Purchaser that would otherwise be payable to Seller under this SECTION 7.8(E). (iii) Notwithstanding anything to the contrary in this SECTION 7.8(E): (A) if any Over 180 Account is collected by a Purchaser Entity, in whole or in part, within sixty (60) days after the Closing Date, Purchaser shall pay to Seller ninety-five percent (95%) of such collected amount (and Purchaser shall be entitled to retain the remaining five percent (5%) of such collected amount); (B) to the extent the aggregate amount of 91-180 Accounts collected by the Purchaser Entities exceeds the amount of 91-180 Accounts that are reserved as uncollectible for purposes of calculating Net Working Capital, and such excess amounts are collected within sixty (60) days after the Closing Date, Purchaser shall pay to Seller ninety-five percent (95%) of such excess collected amounts (and Purchaser shall be entitled to retain the remaining five percent (5%) of such excess collected amounts); and (C) as used herein, (1) "OVER 180 ACCOUNT" means any account receivable related to the Business that was included in the Assets and that was aged over 180 days as of the Closing Date; and (2) "91-180 ACCOUNT" means any account receivable related to the Business that was included in the Assets and that was aged more than 90 days and less than 181 days as of the Closing Date. 7.9 BEST EFFORTS. Without limiting the generality or effect of any provision of ARTICLES VIII or IX and subject to SECTION 2.5, prior to the Closing, each of the parties hereto will use reasonable best efforts with due diligence and in good faith to satisfy promptly all conditions required hereby to be satisfied by such Party in order to expedite the consummation of the transactions contemplated hereby. -56-  7.10 CLIENT MEETINGS. Prior to the Closing, Seller shall assist Purchaser in all reasonable respects in promptly scheduling and conducting meetings with mutually agreed-upon clients of the Business. 7.11 DETERMINATION OF PURCHASE PRICE ALLOCATION. Prior to the Closing, Seller and Purchaser shall use their best efforts to agree in writing to an allocation of the Purchase Price among the Purchased Assets for all purposes (including Tax and financial accounting). The failure of Seller and Purchaser to reach agreement on a Purchase Price allocation shall not constitute grounds for termination of this Agreement by any Party and agreement by Seller and Purchaser to a Purchase Price allocation shall not be a condition to the obligation of any Party to consummate the transactions contemplated by this Agreement. 7.12 BRING-DOWN REPORTS. Seller shall deliver to Purchaser: (a) a true and complete revised version of SCHEDULE 5.14(A), as of a date no less than seven (7) days prior to the Closing Date; (b) an unauditied balance sheet of the Business as of September 30, 2006 and a Summary of Income and Expenses for Staffing and Solutions for the year-to-date period ended September 30, 2006 (the "SEPTEMBER 30 STATEMENTS"), as soon as each is available, but in any event no later than fifteen (15) days after the date on which Seller files a Quarterly Report on Form 10-Q for the quarter ended September 30, 2006; and (c) if available prior to Closing, an unauditied balance sheet of the Business as of December 31, 2006 and a Summary of Income and Expenses for Staffing and Solutions for the year ended December 31, 2006 (together with the September 30 Statements, the "BRING-DOWN STATEMENTS"), as soon as each is available. - -------------------------------------------------------------------------------- ARTICLE VIII. CONDITIONS TO CLOSING - -------------------------------------------------------------------------------- 8.1 CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER. The obligations of Purchaser under this Agreement to consummate the transactions contemplated hereby are subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived at the option of Purchaser (in its sole discretion): (a) PERFORMANCE OF COVENANTS. Seller and each other Seller Entity shall have performed, in all material respects, all of their respective obligations required to be performed by each of them under this Agreement at or prior to the Closing (except that Seller and Canada Sub shall have complied with the covenant in Section 7.7(e) in all respects). (b) REPRESENTATIONS AND WARRANTIES. The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material -57-  respects (except that those representations and warranties that are limited by materiality shall be true and correct in all respects) as of the Closing Date as if made at and as of the Closing Date (except where such representations or warranties are made expressly as of a specific date, and then as of such date). (c) CERTIFICATE FROM OFFICER OF SELLER. Seller shall have delivered to Purchaser the Seller Compliance Certificate. (d) NO LEGAL OBSTRUCTION. All required waiting periods under the Hart Scott Rodino Antitrust Improvement Act of 1976, as amended ("HSR ACT") or any similar act, foreign or domestic, shall have expired or been terminated. There shall not have been entered a preliminary or permanent injunction, temporary restraining order or other judicial or administrative order or decree in any jurisdiction, the effect of which prohibits the Closing. No law, rule or regulation shall have been enacted or promulgated, and no investigation, action, suit or proceeding shall have been threatened or instituted against Seller or Purchaser which, in any such case, in the reasonable judgment of Purchaser, challenges, or might result in a challenge to, the consummation of the transactions contemplated hereby, or which claims, or might give rise to a claim for, damages against Purchaser as a result of the consummation of such transaction. (e) ABSENCE OF CHANGES. There shall not have occurred any Seller Material Adverse Effect. (f) CONSENTS. All consents of any Governmental Authority that are necessary for the consummation of the transactions contemplated by this Agreement or for the assignment of any of the Assets by Seller and each other Seller Entity to Purchaser shall have been obtained. Seller shall have obtained, and delivered to Purchaser copies of, (i) all Approvals listed on SCHEDULE 8.1(F), each of which shall be in form and substance reasonably acceptable to Purchaser; and (ii) written evidence from CIT that CIT has released all Liens on the Assets. (g) SHAREHOLDER APPROVAL. This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite affirmative vote of the shareholders of Seller in accordance with the NYBCL and the Organizational Documents of Seller ("SHAREHOLDER APPROVAL"). Seller shall have delivered to Purchaser a copy of the resolutions adopted by the shareholders of Seller for the Shareholder Approval, which shall be certified by the Secretary of Seller. (h) OPINION OF COUNSEL. Purchaser shall have received an opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP, counsel to Seller, covering the matters set forth in EXHIBIT H, addressed to Purchaser and dated as of the Closing Date. (i) CORPORATE DOCUMENTS. Seller shall have delivered the following documents to Purchaser: (i) the certificate of incorporation or organization of each Seller Party and Seller Sub, certified as of a recent date by the applicable Governmental Authority; (ii) a certificate of the Secretary or Assistant Secretary of each Seller Party as to the incumbency of persons signing this Agreement on their behalf, the -58-  Organizational Documents of such Seller Party and Seller Sub (other than those Organizational Documents delivered pursuant to clause (i) of this SECTION 8.1(I)) and, (A) in the case of the certificate delivered in respect of Seller, the resolutions for the Seller Board Approval, (B) in the case of the certificate delivered in respect of GBS, the resolutions of the board of directors of GBS authorizing the execution, delivery and performance by GBS of the Acquisition Agreements, (C) in the case of the certificate delivered in respect of Healthcare Sub, the resolutions of the manager or managing member of Healthcare Sub authorizing the execution, delivery and performance by Healthcare Sub of the Acquisition Agreements all of which shall be attached thereto; and (iii) a certificate of good standing for each Seller Party and Seller Sub from the applicable Governmental Authority in the jurisdiction where such entity was incorporated or organized and each jurisdiction where such entity is required to be qualified or registered to transact business as a foreign or alien corporation except where the failure to be so qualified or registered would not have a Seller Material Adverse Effect; PROVIDED, HOWEVER, that Seller shall only be obligated to use commercially reasonable efforts to obtain a certificate of good standing for India Sub from the applicable Governmental Authorities in India. (j) CANADA INTERCOMPANY NOTE. Seller shall have contributed the Canada Intercompany Note to Canada Sub as capital of Canada Sub, such that all of Canada Sub's obligations under the Canada Intercompany Note have been fully and forever paid in full and satisfied. (k) INDIA INTERCOMPANY PAYABLE. Seller shall have taken all such actions as are necessary to cause all of India Sub's obligations under the India Intercompany Payable to have been fully and forever paid in full and satisfied. (l) INVESTISSEMENT QUEBEC CONFIRMATION. Purchaser shall have received a letter from INVESTISSEMENT Quebec confirming the matters set forth in the letter attached hereto as EXHIBIT I. (m) CONSENT OF CERTAIN CLIENTS. Eighty percent (80%) of the clients in each of the two categories listed on SCHEDULE 8.1(M) shall have either (as indicated on such SCHEDULE) (i) consented to the assignment to the applicable Purchaser Entity of the contract between the applicable Seller Entity and such client, or (ii) agreed that future business between the applicable Purchaser Entity and such client will be governed by such Purchaser Entity's existing contract with such client. (n) TERMINATION OR ASSIGNMENT OF OTHER CANADIAN LEASES. Canada Sub shall have terminated or assigned all of its rights and obligations under the Other Canadian Leases. 8.2 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or -59-  prior to the Closing, of all the following conditions, any one or more of which may be waived at the option of Seller (in its sole discretion). (a) PERFORMANCE OF COVENANTS. Purchaser and each other Purchaser Entity shall have performed, in all material respects, all of their respective obligations required to be performed by each of them under this Agreement at or prior to the Closing. (b) REPRESENTATIONS AND WARRANTIES. The representations and warranties of Purchaser set forth in this Agreement shall be true and correct in all material respects (except that those representations and warranties that are limited by materiality shall be true and correct in all respects) as of the Closing Date as if made at and as of the Closing Date (except where such representations or warranties are made expressly as of a specific date, and then as of such date). (c) CERTIFICATE FROM OFFICER OF PURCHASER. Purchaser shall have delivered to Seller the Purchaser Compliance Certificate. (d) NO LEGAL OBSTRUCTION. All required waiting periods under the HSR Act and any similar act, foreign or domestic, shall have expired or been terminated. There shall not have been entered a preliminary or permanent injunction, temporary restraining order or other judicial or administrative order or decree in any jurisdiction, the effect of which prohibits the Closing. No law, rule or regulation shall have been enacted or promulgated, and no investigation, action, suit or proceeding shall have been threatened or instituted against Seller or Purchaser which, in any such case, in the reasonable judgment of Seller, challenges, or might result in a challenge to the consummation of the transactions contemplated hereby, or which claims, or might give rise to a claim for, damages against Seller as a result of the consummation of such transactions. (e) CONSENTS. All consents of any Governmental Authority that are necessary for the consummation of the transactions contemplated by this Agreement or for the assignment of any of the Assets by Seller and each other Seller Entity to Purchaser shall have been obtained. Seller shall have obtained all Approvals listed on SCHEDULE 8.2(E), each of which shall be in form and substance reasonably acceptable to Purchaser. (f) SHAREHOLDER APPROVAL. This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite affirmative vote of the shareholders of Seller in accordance with the NYBCL and the Organizational Documents of Seller. (g) OPINION OF COUNSEL. Seller shall have received an opinion of Venable LLP, counsel to Purchaser, covering the matters set forth in EXHIBIT J, addressed to Seller and dated as of the Closing Date. (h) PURCHASE PRICE. Purchaser shall have paid the Purchase Price as provided in Section 3.1. (i) SOLVENCY CERTIFICATE. Purchaser shall have delivered a certificate dated the Closing Date, substantially in the form attached as EXHIBIT K, signed by the principal financial officer of Purchaser, certifying that Purchaser is Solvent on the Closing Date and after giving effect to the transactions contemplated hereby (the "SOLVENCY CERTIFICATE"). -60-  (j) FAIRNESS OPINION NOT WITHDRAWN OR MODIFIED. Any financial advisors' opinion received by the Seller Board to the effect that this Agreement and the transactions contemplated hereby and the consideration to be received by Seller in connection herewith is fair to Seller from a financial point of view shall not have been withdrawn or materially and adversely modified. (k) CORPORATE DOCUMENTS. The following documents or agreements shall have been obtained and delivered to Seller: (i) the articles of incorporation of each Purchaser Entity, certified as of a recent date by the Maryland State Department of Assessments and Taxation or, in the case of AGCC, the appropriate Governmental Authority of the Province of Nova Scotia; (ii) a certificate of the Secretary or Assistant Secretary of each of the Purchaser Entities as to incumbency, the bylaws of such Purchaser Entity and the resolutions of the board of directors of such Purchaser Entity authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereunder, each of which shall be attached thereto; and (iii) a certificate of good standing for each Purchaser Entity from the Maryland State Department of Assessments and Taxation or, in the case of AGCC, the appropriate Governmental Authority of the Province of Nova Scotia. - -------------------------------------------------------------------------------- ARTICLE IX. INDEMNIFICATION - -------------------------------------------------------------------------------- 9.1 INDEMNIFICATION BY SELLER. From and after the Closing Date, Seller shall, in accordance with this Article IX, indemnify, defend, protect and hold harmless the Purchaser Entities and their respective assigns, successors and Affiliates (collectively, the "Purchaser Indemnitees") from, against and in respect of all Actions asserted against, and all Damages actually suffered, sustained, incurred or paid by, any Purchaser Indemnitee in connection with, resulting from or arising out of: (a) the breach of any representation or warranty of Seller set forth in this Agreement, any Transfer Document or the Seller Compliance Certificate; (b) the nonfulfillment of any covenant or agreement on the part of any Seller Entity set forth in an Acquisition Agreement; (c) the Excluded Liabilities; (d) the failure by any Person to which Canada Sub has assigned an Other Canada Lease pursuant to SECTION 8.1(N) to comply with any term or condition of such Other Canada Lease; and -61-  (e) any and all Tax Liabilities resulting from or arising in connection with the (i) contribution of the Canada Intercompany Note pursuant to SECTION 8.1(J); or (ii) satisfaction of the India Intercompany Payable pursuant to Section 8.1(k). 9.2 INDEMNIFICATION BY PURCHASER. From and after the Closing Date, Purchaser shall, in accordance with this ARTICLE IX, indemnify, defend, protect and hold harmless Seller, GBS and Healthcare Sub and their respective assigns, successors and Affiliates (collectively, the "SELLER INDEMNITEES") from, against and in respect of all Actions asserted against, and all Damages actually suffered, sustained, incurred or paid by, any Seller Indemnitee in connection with, resulting from or arising out of: (a) the breach of any representation or warranty of Purchaser set forth in this Agreement, any Transfer Document or the Purchaser Compliance Certificate; (b) the nonfulfillment of any covenant or agreement on the part of Purchaser set forth in an Acquisition Agreement; and (c) the Assumed Liabilities. 9.3 NOTICE OF CLAIMS. The Indemnified Party shall notify the Indemnifying Party in writing promptly after becoming aware of any Damages which an Indemnified Party shall have determined has given rise to a claim for indemnification under this ARTICLE IX. Such written notice (a "CLAIM NOTICE") shall include an estimate of the Damages, if known, the method of computation thereof and a reference to the specific provisions of this Agreement in respect of which it seeks indemnification. As soon as practicable after the date of such Claim Notice, the Indemnified Party shall provide the Indemnifying Party or his or her agents access to all books and records in the possession or control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such claim. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the estimated amount of Damages described in such Claim Notice, or fails to notify the Indemnified Party within thirty (30) days after delivery of such Claim Notice whether the Indemnifying Party disputes the claim or the estimated amount of Damages described in such Claim Notice, the estimated Damages in the amount specified in the Indemnified Party's Claim Notice will be conclusively deemed a Liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party. If the Indemnifying Party has timely disputed its liability with respect to such claim or the estimated amount of Damages, the dispute shall be resolved, and the amount, if any, of Damages payable by the Indemnifying Party to the Indemnified Party shall be determined, in accordance with SECTION 11.11 below. It is agreed that no delay on the part of any Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from its obligations hereunder, except to the extent said Indemnifying Party is prejudiced by such failure to give notice. The provisions of this SECTION 9.3 do not apply to Third Party Actions. -62-  9.4 PROCEDURE FOR THIRD PARTY CLAIMS. (a) If any third Person shall commence an Action against any Indemnified Party with respect to any matter (a "THIRD PARTY ACTION") which may give rise to a claim for indemnification under this ARTICLE IX, then the Indemnified Party shall notify the Indemnifying Party in writing promptly after becoming aware of such Third Party Action describing in reasonable detail the Third Party Action (such notice being hereinafter called a "THIRD PARTY ACTION NOTICE"), which notice shall include a reference to the specific provisions of this Agreement in respect of which it seeks indemnification. It is agreed that no delay on the part of any Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from its obligations hereunder, except to the extent said Indemnifying Party is prejudiced by such failure to give notice. The Indemnifying Party will have thirty (30) days from the delivery of such Third Party Action Notice (the "RESPONSE PERIOD") to determine whether or not (i) the Indemnifying Party will, at its sole cost and expense, defend against such Third Party Action and/or (ii) the Indemnifying Party is disputing the claim for indemnity hereunder. (b) If the Indemnifying Party (i) does not respond to the Third Party Action Notice by 5:00 p.m., New York City time, on the last day of the Response Period, (ii) responds to the Third Party Action Notice, but disputes the claim for indemnity hereunder and elects not to assume the defense, or (iii) responds to the Third Party Action Notice and does not dispute the claim for indemnity but elects not to assume the defense, in each case within the period allowed after delivery of the Third Party Action Notice, the Indemnified Party shall have the right to defend against any such Third Party Action by appropriate proceedings or to settle or pay any such Third Party Action for such an amount as the Indemnified Party shall deem appropriate and the Indemnifying Party shall promptly pay all Damages resulting from such Third Party Action in accordance with subparagraph (e) below; provided that in the case of clause (ii), any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute as to the right of indemnity in accordance with SECTION 11.11 hereof. (c) If the Indemnifying Party affirmatively disputes the right to indemnity, but nevertheless elects to defend against any such Third Party Action or settle or pay any such Third Party Action, any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute as to the right of indemnity in accordance with SECTION 11.11 hereof. (d) Notwithstanding anything herein to the contrary, if the Indemnifying Party notifies the Indemnified Party that it will defend against or settle any Third Party Action: (i) such defense or settlement shall be at the sole cost and expense of the Indemnifying Party, except for costs and expenses of the Indemnified Party's counsel, if any, pursuant to items (v) and (vi) below; (ii) the Indemnifying Party and its counsel shall conduct such defense or settlement at all times in good faith; (iii) the Indemnifying Party and its counsel shall, at the reasonable request of the Indemnified Party, provide periodic updates to the Indemnified Party in order to -63-  keep the Indemnified Party reasonably informed as to its conduct of such defense or settlement, and shall not compromise or settle such Third Party Action without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed) unless such settlement or compromise does not subject the Indemnified Party to any monetary liability, and includes a complete, unconditional release of the Indemnified Party from all Liability with respect to such Third Party Action; (iv) the Indemnified Party shall reasonably cooperate with the Indemnifying Party, including making available to the Indemnifying Party, all relevant witnesses and pertinent documents and information and appropriate personnel; (v) the Indemnified Party may elect to employ its own counsel and participate in such defense or settlement at the Indemnified Party's sole cost and expense, but the control of such defense and the settlement shall rest with the Indemnifying Party; (vi) notwithstanding the Indemnifying Party's election to defend against or settle the Third Party Action, the Indemnified Party may, upon written notice to the Indemnifying Party, elect to employ its own counsel (who shall be reasonably acceptable to the Indemnifying Party) at the Indemnifying Party's expense (except that the Indemnifying Party shall not be obligated to pay the fees of more than one separate counsel for all Indemnified Parties, taken together) if (A) the Indemnifying Party is also a Person against whom the Third Party Action is made and the Indemnified Party has been advised by counsel that (x) representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct or (y) the Indemnified Party has available to it one or more defenses or counterclaims that are inconsistent with, different from, or in addition to one or more of those that may be available to the Indemnifying Party with respect to such Third Party Action; or (B) the Indemnifying Party shall not in fact have employed counsel reasonably satisfactory to the Indemnified Party for the defense or settlement of such Third Party Action; PROVIDED, HOWEVER, that the assumption of control of the defense or settlement of a Third Party Action by the Indemnified Party pursuant to this item (vi) shall not relieve the Indemnifying Party of its obligation to indemnify and hold the Indemnified Party harmless; and (vii) in no event shall the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to such Third Party Action without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). (e) Subject to the other provisions of this SECTION 9.4, the Damages resulting from the settlement or the final, non-appealable adjudication of such -64-  Third Party Action, or that portion thereof as to which the defense is unsuccessful, shall promptly be paid by the Indemnifying Party to (x) Purchaser, if any Purchaser Indemnitee is the Indemnified Party, or (y) Seller, if any Seller Indemnitee is the Indemnified Party, if, in either case, the Indemnifying Party: (i) does not respond to a Third Party Action Notice by 5:00 p.m., New York City time on the last day of the Response Period; (ii) does not elect to defend against any Third Party Action for which it does not dispute the Indemnified Party's right to indemnity; (iii) does not elect to defend against any Third Party Action for which it disputes the Indemnified Party's right to indemnity, and such dispute is resolved, in accordance with SECTION 11.11, in a manner affirming the Indemnified Party's right to indemnity; (iv) elects to defend against any Third Party Action for which it does not dispute the Indemnified Party's right to indemnity hereunder; or (v) elects to defend against any Third Party Action for which it does dispute the right to indemnity, to the extent the dispute is resolved, in accordance with SECTION 11.11, in a manner affirming the Indemnified Party's right to indemnity. 9.5 CLAIMS PERIOD; SURVIVAL. (a) The period during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party (the "CLAIMS PERIOD") shall begin on the Closing Date and shall terminate on the date that is nine (9) months after the date of this Agreement; PROVIDED, HOWEVER, that notwithstanding the foregoing, the Claims Period during which a claim for indemnification may be asserted with respect to SECTIONS 5.2 AND 5.8 shall begin on the Closing Date and shall continue until the final liquidation or dissolution of Seller. (b) Notwithstanding the foregoing, if, prior to the close of business on the last day of the Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof. (c) All representations and warranties herein shall survive the Closing until the last day of the Claims Period. (d) Seller shall maintain assets reasonably sufficient to satisfy its reasonably foreseeable indemnification obligations hereunder at all times during the Claims Period. Seller shall not finally liquidate or dissolve prior to the end of the Claims Period unless a liquidating trust has assumed in writing all of the obligations of the Seller Parties under this Agreement and Seller has given notice to Purchaser of such event. -65-  9.6 LIMITS ON INDEMNIFICATION. The Parties' liability under this ARTICLE IX shall be limited as follows: (a) THRESHOLD. No Purchaser Indemnitee, on the one hand, and no Seller Indemnitee, on the other hand, shall be entitled to assert any claim for indemnification pursuant to this Article IX unless and until the total aggregate cumulative Damages incurred by all Purchaser Indemnitees or all Seller Indemnitees, as applicable, exceed One Hundred Thousand Dollars ($100,000) (the "THRESHOLD"), in which case such Indemnified Party shall be entitled to recover the full amount of such Damages (including the initial Threshold amount). (b) MAXIMUM LIABILITY. The aggregate monetary liability of Seller, on one hand, and Purchaser, on the other hand, pursuant to this Article IX shall be limited, with respect to each of them, to a maximum amount of Ten Million Dollars ($10,000,000). 9.7 EXCLUSIVE REMEDY. Except for fraud, willful or intentional misrepresentation or willful or intentional breach of warranty, covenant or agreement, the indemnification provided in this ARTICLE IX shall be the sole and exclusive post-Closing remedy available to any party against any other party for any claim arising out of any breach of a representation, warranty or covenant made in or pursuant to this Agreement, any Transfer Document or the Seller Compliance Certificate or for any Excluded Liability or Assumed Liability. - -------------------------------------------------------------------------------- ARTICLE X. TERMINATION - -------------------------------------------------------------------------------- 10.1 TERMINATION. This Agreement may be terminated at any time prior to the Closing: (a) by mutual written consent of Purchaser and Seller; (b) by Purchaser: (i) if the Seller Board withdraws, or modifies in any manner adverse to Purchaser, the Seller Board Approval; or (ii) if there has been a material breach by Seller of any representation or warranty contained herein or in the due and timely performance of any covenant or agreement contained herein and Purchaser shall have notified Seller of such breach in writing and the breach has not been cured within twenty (20) Business Days after the notice of the breach; or (iii) if the Closing shall not have occurred on or before March 31, 2007 by reason of the failure of any condition precedent under SECTION 8.1 (unless such failure was within the control of Purchaser); or -66-  (iv) if there shall be in effect a final non-appealable court order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby. (c) by Seller: (i) if Seller Board shall have withdrawn or modified in a manner adverse to Purchaser the approval or recommendation of this Agreement or the transactions contemplated hereby; and Purchaser acknowledges and agrees that concurrently with such termination the Seller Entities may enter into a definitive agreement providing for implementation of a Superior Alternative Transaction in accordance with SECTION 7.3(D); or (ii) if there has been a material breach by Purchaser of any representation or warranty contained herein or in the due and timely performance of any covenant or agreement contained herein and Seller shall have notified Purchaser of such breach in writing and the breach has not been cured within twenty (20) Business Days after the notice of the breach; or (iii) if the Closing shall not have occurred on or before March 31, 2007 by reason of the failure of any condition precedent under SECTION 8.2 (unless such failure was within the control of Seller); or (iv) if there shall be in effect a final non-appealable court order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; or (v) if Seller desires to accept an offer with respect to a Total Company Sale. 10.2 EFFECT OF TERMINATION. Subject to SECTION 10.3: (a) each Party's right of termination under SECTION 10.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of such right of termination will not be an election of remedies; and (b) if this Agreement is terminated pursuant to SECTION 10.1, all obligations of the Parties under this Agreement will terminate, PROVIDED, HOWEVER, that, if this Agreement is terminated because of a breach of this Agreement by the nonterminating Party or because one or more of the conditions to the terminating Party's obligations under this Agreement is not satisfied as a result of the Party's failure to comply with its obligations under this Agreement, the terminating Party's right to pursue all legal remedies will survive such termination unimpaired. 10.3 TERMINATION FEE; TERMINATION EXPENSES. (a) If this Agreement is terminated pursuant to SECTION 10.1(B)(I), (C)(I) or (C)(V), Seller shall pay to Purchaser a termination fee of Two Million Dollars ($2,000,000) (the "TERMINATION FEE"), which includes all fees and expenses incurred in connection with the negotiation and execution of this Agreement, by Wire contemporaneously therewith. -67-  (b) Notwithstanding anything to the contrary in this Agreement, Purchaser's right to receive payment of the Termination Fee pursuant to this SECTION 10.3 shall be the exclusive remedy of Purchaser for the loss suffered as a result of the failure of the transactions contemplated hereby to be consummated in connection with a termination pursuant to SECTION 10.1(B)(I), 10.1(C)(I) or 10.1(C)(V), and upon payment of the Termination Fee in accordance with this SECTION 10.3, Seller shall have no further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby. This SECTION 10.3(B) shall only apply to terminations pursuant to SECTION 10.1(B)(I), 10.1(C)(I) and 10.1(C)(V). - -------------------------------------------------------------------------------- ARTICLE XI. MISCELLANEOUS - -------------------------------------------------------------------------------- 11.1 NOTICES. Unless otherwise provided in this Agreement, all notices and other communications required or permitted hereunder will be in writing and will be deemed to have been duly given when delivered in person or when dispatched by telegram or electronic facsimile transfer (confirmed in writing by mail within 24 hours of such dispatch), three Business Days after being sent by registered or certified mail, return receipt requested or one Business Day after having been dispatched by a nationally recognized overnight carrier service to the appropriate Party at the address specified below: IF TO SELLER, GBS OR HEALTHCARE SUB: Computer Horizons Corp. 49 Old Bloomfield Avenue Mountain Lakes, New Jersey 07046 Attn: President Facsimile: (973)-402-7988 WITH A COPY TO: Olshan Grundman Frome Rosenzweig & Wolosky LLP Park Avenue Tower 65 East 55th Street New York, New York 10022 Attn: Steven Wolosky, Esq. Facsimile: (212) 451-2222 IF TO THE PURCHASER OR TEFIS: TEKsystems, Inc. 7437 Race Road Hanover, Maryland 21076 Attn: Keith Bozeman, President Facsimile: (410) 540-7802 (with a copy to Sponsor) IF TO SPONSOR OR AGCC: Allegis Group, Inc. 7301 Parkway Drive Hanover, Maryland 21076 Attn: Randall D. Sones, Esq., General Counsel Facsimile: (410) 579-3136 -68-  WITH COPIES OF NOTICES TO PURCHASER, Venable LLP SPONSOR, TEFIS OR AGCC TO: 1800 Mercantile Bank & Trust Building Two Hopkins Plaza Baltimore, Maryland 21201 Attn: Michael J. Baader, Esq. Facsimile: (410) 244-7742 or to such other address or addresses as any such Party may from time to time designate as to itself by like notice. 11.2 EXPENSES. Except as otherwise expressly provided herein (i) Seller will pay any expenses incurred by the Seller Entities with respect to the preparation and negotiation of this Agreement and in preparing to consummate and consummating the transactions provided for herein and (ii) Purchaser will pay any expenses incurred by the Purchaser Entities with respect to the preparation and negotiation of this Agreement and in preparing to consummate and consummating the transactions provided for herein. Purchaser and Seller shall each pay one-half of the filing fee in connection with the filing by Purchaser and Seller under the HSR Act. 11.3 SUCCESSORS AND ASSIGNS; GUARANTEE OF AFFILIATE OBLIGATIONS. (a) This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party, except that Purchaser may assign its rights, but not its obligations, under this Agreement, in whole or in part, to any Subsidiary of Purchaser. Nothing in this Agreement is intended to limit Purchaser's ability to assign or to transfer any of the Assets following the Closing Date. (b) Seller and Purchaser each unconditionally guarantees the full and timely performance by their respective Affiliates of all obligations of such entities under this Agreement and any other Acquisition Agreement and agrees to cause their respective Affiliates to take all action contemplated by this Agreement. 11.4 WAIVER. Purchaser and Seller, by written notice to the other, may (a) extend the time for performance of any of the obligations or other actions of the other under this Agreement, (b) waive any inaccuracies in the representations or warranties of the other contained in this Agreement, (c) waive compliance with any of the conditions or covenants of the other contained in this Agreement or (d) waive or modify performance of any of the obligations of the other under this Agreement; PROVIDED, HOWEVER, that no Party may, without the prior written consent of such other Party, make or grant such extension of time, waiver of inaccuracies or compliance or waiver or modification of performance with respect to its own obligations, representations, warranties, conditions or covenants hereunder. Except as provided in the immediately preceding sentence, no action -69-  taken pursuant to this Agreement will be deemed to constitute a waiver of compliance with any representations, warranties, covenants or agreements contained in this Agreement and will not operate or be construed as a waiver of any subsequent breach, whether of a similar or dissimilar nature. 11.5 ENTIRE AGREEMENT. Subject to SECTION 7.5, this Agreement (together with the Exhibits and Schedules hereto) constitutes the entire agreement by and among Seller and Purchaser and their Affiliates relating to the matters contemplated hereby, and supersedes all other agreements and understandings, whether written or oral, that may have been made or entered into by Purchaser or Seller (or by any Representative thereof) relating to the matters contemplated hereby. 11.6 AMENDMENTS, SUPPLEMENTS, ETC. This Agreement may not be amended, supplemented or waived orally, but only by an instrument in writing signed by each of the Parties hereto. 11.7 RIGHTS OF THE PARTIES. Nothing expressed or implied in this Agreement is intended or will be construed to confer upon or give any Person or entity other than the Parties (and their respective Affiliates any rights or remedies under or by reason of this Agreement or any transaction contemplated hereby. Without limiting the generality of the foregoing, the assumption of the Assumed Liabilities by Purchaser pursuant to the terms of this Agreement shall be solely for the benefit of Seller, and all claims, demands and rights of any nature whatsoever arising under this Agreement as a result of the assumption of such Assumed Liabilities, shall be enforced solely by Seller and its permitted successors and assigns and shall not inure to the benefit of any other Person. 11.8 FURTHER ASSURANCES. (a) After the Closing, Seller will, from time to time, at Purchaser's request and subject to SECTIONS 2.5 and 8.1(B), execute and deliver to Purchaser such other instruments of conveyance and transfer and take such other action as Purchaser may reasonably request so as to effectuate the Transfer of the Assets to Purchaser. (b) After the Closing, Purchaser will from time to time, at Seller's request, execute and deliver to Seller such other instruments of assumption or transfer and take such other action as Seller may reasonably request so as to effectuate the assumption by Purchaser of the Assumed Liabilities and to Transfer to Seller any Excluded Assets. 11.9 BULK SALES. To the extent applicable, if at all, the Parties waive compliance with the provisions of the so called bulk sales or transfer laws of any jurisdiction in connection with the Transfer of the Assets pursuant to this Agreement. -70-  11.10 PASSAGE OF TITLE AND RISK OF LOSS. Legal title, equitable title and risk of loss with respect to the Assets will not pass to Purchaser until the Assets are Transferred at the Closing, which Transfer, once it has occurred, will be deemed effective for Tax, accounting and other computational purposes as of 11:59 p.m. (New York City time) on the Closing Date. 11.11 APPLICABLE LAW; DISPUTE RESOLUTION; JURY TRIAL WAIVER. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland without regard to principles of conflicts of laws. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of any Maryland state or federal court regarding any and all disputes between the parties hereto, whether in law or equity, arising out of or relating to this Agreement and the agreements, instruments and documents contemplated hereby and the parties consent to and agree to submit to the jurisdiction of such courts. Each of the parties hereby waives and agrees not to assert in any such dispute, to the fullest extent permitted by applicable Law, any claim that (i) such Party is not personally subject to the jurisdiction of such courts, (ii) such Party and such Party's property is immune from any legal process issued by such courts, or (iii) any litigation or other proceeding commenced in such courts is brought in an inconvenient forum. (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 11.12 EXECUTION IN COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. 11.13 TITLES AND HEADINGS. Titles and headings to sections herein are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 11.14 OBLIGATION OF SPONSOR. Sponsor hereby guarantees the due and punctual payment and performance when due of each of the obligations of Purchaser, AGCC and TEFIS under this Agreement and the other Acquisition Agreements. THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. SIGNATURES FOLLOW ON THE NEXT PAGE. -71-  SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT IN WITNESS WHEREOF, the parties hereto have executed this Asset purchase agreement as of the date first written above. TEKSYSTEMS, INC. COMPUTER HORIZONS CORP. ("PURCHASER") ("SELLER") By: /s/ Paul J. Bowie By: /s/ Dennis J. Conroy ---------------------------- ---------------------------- Name: Paul J. Bowie Name: Dennis J. Conroy ---------------------------- ---------------------------- Title: Vice President - Finance Title: President & CEO ---------------------------- ---------------------------- TEKSYSTEMS EF&I SOLUTIONS, LLC GBS HOLDINGS PRIVATE LIMITED ("TEFIS") ("GBS") By: /s/ Paul J. Bowie By: /s/ Brian Delle Donne ---------------------------- ---------------------------- Name: Paul J. Bowie Name: Brian Delle Donne ---------------------------- ---------------------------- Title: Manager Title: Director C.O.O. CHC ---------------------------- ---------------------------- ALLEGIS GROUP CANADA CORPORATION CHC HEALTHCARE SOLUTIONS, LLC ("AGCC") ("HEALTHCARE SUB") By: /s/ David J. Standevien By: /s/ Dennis J. Conroy ---------------------------- ---------------------------- Name: David J. Standevien Name: Dennis J. Conroy ---------------------------- ---------------------------- Title: Vice President - Finance Title: President & CEO ---------------------------- ---------------------------- ALLEGIS GROUP, INC. ("SPONSOR") By: /s/ David J. Standevien ---------------------------- Name: David J. Standevien ---------------------------- Title: Executive Vice President ---------------------------- SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT