Exactly. This Promissory Note is delivered pursuant to paragraph 2.1(b) of the Asset Purchase Agreement dated as of November 15, 2006, among (i) Almost Family, Inc., a Delaware corporation, Caretenders Visiting Services of Cook County, LLC, an Illinois limited liability company, Caretende▇▇ Visiting Services of Southern Illinois, LLC, an Illinois limited liability company, Caretenders Visiting Services of St. Louis, LLC, a Missouri limited liability company, and National Health Industries, Inc., a Kentucky corporation, (ii) Health Management Consultants, Inc., a Delaware corporation, United Home Health Services of Cook County, Inc. d/b/a Mederi of Cook County, an Illinois corpora▇▇▇▇, and United Home Health Servi▇▇ ▇f St. Louis, Inc. d/b/a Mederi, a Missouri corporation, and (iii) David Nesslein and Sandra Vazquez (the "Agreement"). Comme▇▇▇▇▇ ▇▇ ▇▇ ▇▇e dat▇ ▇▇ ▇▇▇▇ ▇▇▇▇issory Note, the outstanding principal balance of this Promissory Note from time to time shall bear interest at the annual rate equal to six percent (6%). Interest shall be payable quarterly on March 31, June 30, September 30 and December 31, commencing with the first quarterly payment on December 31, 2006. The principal amount and all accrued and unpaid interest on this Promissory Note shall be paid in full on May 15, 2009. All or any part of the outstanding principal amount of this Promissory Note may be prepaid at any time without penalty. Failure of the holder of this Promissory Note to exercise any of its rights and remedies shall not constitute a waiver of any provision of this Promissory Note, or of any of such holder's rights and remedies, nor shall it prevent the holder from exercising any rights or remedies with respect to the subsequent happening of the same or similar occurrences. All remedies of the holder hereof shall be cumulative to the greatest extent permitted by law. The following shall constitute a default under this Promissory Note: (i) the failure to make any payment when due under this Promissory Note within five (5) days after such payment is due; (ii) failure of the Maker to perform or observe any covenant, obligation or provision of this Promissory Note, which failure has not been fully corrected within thirty (30) days from the date of such failure or after notice has been given to the Maker of such failure; or (iii) the Maker or any guarantor shall file a petition in bankruptcy or for reorganization or for an arrangement pursuant to any present or future state or federal bankruptcy act or under any similar federal or state law, or shall be adjudicated a bankrupt or insolvent, or shall make a general assignment for the benefit of its creditors, or shall be unable to pay its debts generally as they become due; or if a petition or answer proposing the adjudication of the Maker or any guarantor as a bankrupt or its reorganization under any present or future state or federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within sixty (60) days after the filing thereof; or if a receiver, trustee or liquidator of the Maker or any guarantor, or of all or substantially all of the assets of the Maker or any guarantor, shall be appointed in any proceeding brought against the Maker or any guarantor and shall not be discharged within sixty (60) days of such appointment; or if the Maker or any guarantor shall consent to or acquiesce in such appointment; or if any property of the Maker or any guarantor shall be levied upon or attached in any proceeding. If default is made in the payment of any part of the principal of or interest due under the terms of this Promissory Note or in the performance of any covenant or other agreement between Maker and Lender, then, five (5) days following written notice and a failure to cure, this Promissory Note shall be in default and the entire principal sum and accrued interest shall become due and payable at once without notice and demand at the option of Lender. After maturity or default, this Promissory Note shall bear interest at the highest rate permitted under the then applicable law (hereinafter the "Default Rate"), provided, however, in the event there is then no such highest rate applicable, or in the event said highest rate is otherwise indeterminable, the parties agree that the applicable Default Rate shall be eighteen (18%) percent per annum. In addition, following any judgment obtained by Lender in connection with Maker's failure to pay this Promissory Note when due, interest shall continue to accrue at the Default Rate. Notwithstanding any provision herein or in any instrument now or hereafter securing this Promissory Note, the total liability for payments in the nature of interest shall not exceed the limits now imposed by the usury laws of Florida, and any amount paid in excess thereof shall be applied to the unpaid principal balance. Such application shall be made to future installments of principal in the inverse order of their maturity and shall not change or modify the payments next due but shall accelerate the final maturity date. In the event of the acceleration of this Promissory Note, the total charges for interest and in the nature of interest shall not exceed the maximum amount allowed by law, and any excess portion of such charges that may have been prepaid shall be refunded to the Maker hereof at the time of acceleration. Such refund may be made by application of the amount involved against the sums due hereunder, but such crediting shall not cure or waive the default occasioning acceleration. All payments shall be applied (i) to the payment of all costs and expenses of Lender in enforcing this Promissory Note, including attorneys fees, (ii) to the payment of interest on the principal balance of this Promissory Note from time to time remaining unpaid, and (iii) to reduce the principal balance of this Promissory Note. If any provision or portion of this Promissory Note is declared or found by a court of competent jurisdiction to be unenforceable or null and void, such provision or portion thereof shall be deemed stricken and severed from this Promissory Note and the remaining provisions and portions thereof shall continue in full force and effect. Time shall be of the essence of each and every covenant and promise contained in this Promissory Note. If there is any default under this Promissory Note, and this Promissory Note is placed in the hands of an attorney for collection, or is collected through any court, including any bankruptcy court, the Maker and each guarantor promise to pay to the order of the holder hereof such holder's reasonable attorneys' fees and court costs incurred in collecting or attempting to collect or securing or attempting to secure this Promissory Note or enforcing the holder's rights with respect to this Promissory Note. This Promissory Note has been delivered in, and shall be governed by and construed in accordance with, the laws of the State of Florida, without regard to or application of its conflicts of law principles. Maker hereby submits to the jurisdiction of the courts of the State of Florida in the event any litigation arising from related to this Promissory Note is commenced. Maker agrees that Lender may institute any cause of action against Maker involving this Promissory Note in the courts of Miami-Dade County, Florida, and hereby waives any venue privilege or right to be sued in any other forum. All parties to this instrument, whether makers, sureties, guarantors, endorsers, accommodation parties or otherwise, shall be jointly and severally bound, and jointly and severally waive presentment, demand, notice of dishonor, protest, notice of protest, notice of non-payment or non-acceptance and any other notice and all due diligence or promptness that may otherwise be required by law, and all exemptions to which they may now or hereafter be entitled under the laws of the State of Florida, or of the United States of America or any state thereof. The holder of this instrument may whether one or more times, with or without notice to any party, and without affecting the obligations of any maker, surety, guarantor, endorser, accommodation party or any other party to this Promissory Note (1) extend the time for payment of either principal or interest from time to time, (2) release or discharge any one or more parties liable on this Promissory Note, (3) suspend the right to enforce this Promissory Note with respect to any persons, (4) change, exchange or release any property in which the holder has any interest securing this Promissory Note, (5) justifiably or otherwise, impair any collateral securing this Promissory Note or suspend the right to enforce against any such collateral, and (6) at any time it deems it necessary or proper, call for and should it be made available, accept, as additional security, the signature or signatures of additional parties or a security interest in property of any kind or description or both. THE MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO TRIAL BY JURY IF ANY SUIT BE BROUGHT TO ENFORCE OR CHALLENGE THE VALIDITY OR ENFORCEMENT OF THIS NOTE OR ANY OTHER SECURITY INSTRUMENTS EXECUTED TO FURTHER SECURE THE INDEBTEDNESS. MAKER HEREBY AGREES AND CONSENTS TO THE RELIEF OF THE HOLDER OF THIS NOTE FROM ANY STAY ORDER WHICH MIGHT BE ENTERED BY ANY COURT AGAINST THE HOLDER OF THIS NOTE AND TO ASSIST THE HOLDER OF THIS NOTE IN OBTAINING SUCH RELIEF, AND, WITH REGARD TO THE FILING OF ANY BANKRUPTCY PROCEEDINGS UNDER CHAPTER 11, 13 OR OTHERWISE, TO NOT MODIFY ANY OF THE TERMS OF THIS NOTE, INCLUDING, WITHOUT LIMITATION, THE INTEREST RATE OR PAYMENT AMOUNTS. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER TO MAKE THE LOAN EVIDENCED BY THIS NOTE. ALMOST FAMILY, INC. By /s/ William B. Yarmuth ----------------------------------- William B. Yarmuth, Chief Executive Officer PROMISSORY NOTE December 3, 2006 Louisville, Kentucky
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Exactly. This Promissory Note is delivered pursuant to paragraph 2.1(b) of the Asset Purchase Agreement dated as of November 15, 2006, among (i) Almost Family, Inc., a Delaware corporation, Caretenders Visiting Services of Cook County, LLC, an Illinois limited liability company, CaretendeCaretenders ▇▇ Visiting ▇▇iting Services of Southern Illinois, LLC, an Illinois limited liability company, Caretenders Visiting Services of St. Louis, LLC, a Missouri limited liability company, and National Health Industries, Inc., a Kentucky corporation, (ii) Health Management Consultants, Inc., a Delaware corporation, United Home Health Services of Cook County, Inc. d/b/a Mederi of Cook County, an Illinois corpora▇▇corporati▇▇, and United Home Health ServiService ▇▇ ▇f St. Louis, Inc. d/b/a Mederi, a Missouri corporation, and (iii) David Nesslein and Sandra Vazquez (the "Agreement"). Comme▇▇▇▇▇ ▇▇ ▇▇ ▇▇e dat▇ ▇▇ ▇▇▇▇ ▇▇▇▇issory Note, the outstanding principal balance of this Promissory Note from time to time shall bear interest at the annual rate equal to six percent (6%). Interest shall be payable quarterly on March 31, June 30, September 30 and December 31, commencing with the first quarterly payment on December 31, 2006. The principal amount and all accrued and unpaid interest on this Promissory Note shall be paid in full on May 15, 2009. All or any part of the outstanding principal amount of this Promissory Note may be prepaid at any time without penalty. Failure of the holder of this Promissory Note to exercise any of its rights and remedies shall not constitute a waiver of any provision of this Promissory Note, or of any of such holder's rights and remedies, nor shall it prevent the holder from exercising any rights or remedies with respect to the subsequent happening of the same or similar occurrences. All remedies of the holder hereof shall be cumulative to the greatest extent permitted by law. The following shall constitute a default under this Promissory Note: (i) the failure to make any payment when due under this Promissory Note within five (5) days after such payment is due; (ii) failure of the Maker to perform or observe any covenant, obligation or provision of this Promissory Note, which failure has not been fully corrected within thirty (30) days from the date of such failure or after notice has been given to the Maker of such failure; or (iii) the Maker or any guarantor shall file a petition in bankruptcy or for reorganization or for an arrangement pursuant to any present or future state or federal bankruptcy act or under any similar federal or state law, or shall be adjudicated a bankrupt or insolvent, or shall make a general assignment for the benefit of its creditors, or shall be unable to pay its debts generally as they become due; or if a petition or answer proposing the adjudication of the Maker or any guarantor as a bankrupt or its reorganization under any present or future state or federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within sixty (60) days after the filing thereof; or if a receiver, trustee or liquidator of the Maker or any guarantor, or of all or substantially all of the assets of the Maker or any guarantor, shall be appointed in any proceeding brought against the Maker or any guarantor and shall not be discharged within sixty (60) days of such appointment; or if the Maker or any guarantor shall consent to or acquiesce in such appointment; or if any property of the Maker or any guarantor shall be levied upon or attached in any proceeding. If default is made in the payment of any part of the principal of or interest due under the terms of this Promissory Note or in the performance of any covenant or other agreement between Maker and Lender, then, five (5) days following written notice and a failure to cure, this Promissory Note shall be in default and the entire principal sum and accrued interest shall become due and payable at once without notice and demand at the option of Lender. After maturity or default, this Promissory Note shall bear interest at the highest rate permitted under the then applicable law (hereinafter the "Default Rate"), provided, however, in the event there is then no such highest rate applicable, or in the event said highest rate is otherwise indeterminable, the parties agree that the applicable Default Rate shall be eighteen (18%) percent per annum. In addition, following any judgment obtained by Lender in connection with Maker's failure to pay this Promissory Note when due, interest shall continue to accrue at the Default Rate. Notwithstanding any provision herein or in any instrument now or hereafter securing this Promissory Note, the total liability for payments in the nature of interest shall not exceed the limits now imposed by the usury laws of Florida, and any amount paid in excess thereof shall be applied to the unpaid principal balance. Such application shall be made to future installments of principal in the inverse order of their maturity and shall not change or modify the payments next due but shall accelerate the final maturity date. In the event of the acceleration of this Promissory Note, the total charges for interest and in the nature of interest shall not exceed the maximum amount allowed by law, and any excess portion of such charges that may have been prepaid shall be refunded to the Maker hereof at the time of acceleration. Such refund may be made by application of the amount involved against the sums due hereunder, but such crediting shall not cure or waive the default occasioning acceleration. All payments shall be applied (i) to the payment of all costs and expenses of Lender in enforcing this Promissory Note, including attorneys fees, (ii) to the payment of interest on the principal balance of this Promissory Note from time to time remaining unpaid, and (iii) to reduce the principal balance of this Promissory Note. If any provision or portion of this Promissory Note is declared or found by a court of competent jurisdiction to be unenforceable or null and void, such provision or portion thereof shall be deemed stricken and severed from this Promissory Note and the remaining provisions and portions thereof shall continue in full force and effect. Time shall be of the essence of each and every covenant and promise contained in this Promissory Note. If there is any default under this Promissory Note, and this Promissory Note is placed in the hands of an attorney for collection, or is collected through any court, including any bankruptcy court, the Maker and each guarantor promise to pay to the order of the holder hereof such holder's reasonable attorneys' fees and court costs incurred in collecting or attempting to collect or securing or attempting to secure this Promissory Note or enforcing the holder's rights with respect to this Promissory Note. This Promissory Note has been delivered in, and shall be governed by and construed in accordance with, the laws of the State of Florida, without regard to or application of its conflicts of law principles. Maker hereby submits to the jurisdiction of the courts of the State of Florida in the event any litigation arising from related to this Promissory Note is commenced. Maker agrees that Lender may institute any cause of action against Maker involving this Promissory Note in the courts of Miami-Dade County, Florida, and hereby waives any venue privilege or right to be sued in any other forum. All parties to this instrument, whether makers, sureties, guarantors, endorsers, accommodation parties or otherwise, shall be jointly and severally bound, and jointly and severally waive presentment, demand, notice of dishonor, protest, notice of protest, notice of non-payment or non-acceptance and any other notice and all due diligence or promptness that may otherwise be required by law, and all exemptions to which they may now or hereafter be entitled under the laws of the State of Florida, or of the United States of America or any state thereof. The holder of this instrument may whether one or more times, with or without notice to any party, and without affecting the obligations of any maker, surety, guarantor, endorser, accommodation party or any other party to this Promissory Note (1) extend the time for payment of either principal or interest from time to time, (2) release or discharge any one or more parties liable on this Promissory Note, (3) suspend the right to enforce this Promissory Note with respect to any persons, (4) change, exchange or release any property in which the holder has any interest securing this Promissory Note, (5) justifiably or otherwise, impair any collateral securing this Promissory Note or suspend the right to enforce against any such collateral, and (6) at any time it deems it necessary or proper, call for and should it be made available, accept, as additional security, the signature or signatures of additional parties or a security interest in property of any kind or description or both. THE MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO TRIAL BY JURY IF ANY SUIT BE BROUGHT TO ENFORCE OR CHALLENGE THE VALIDITY OR ENFORCEMENT OF THIS NOTE OR ANY OTHER SECURITY INSTRUMENTS EXECUTED TO FURTHER SECURE THE INDEBTEDNESS. MAKER HEREBY AGREES AND CONSENTS TO THE RELIEF OF THE HOLDER OF THIS NOTE FROM ANY STAY ORDER WHICH MIGHT BE ENTERED BY ANY COURT AGAINST THE HOLDER OF THIS NOTE AND TO ASSIST THE HOLDER OF THIS NOTE IN OBTAINING SUCH RELIEF, AND, WITH REGARD TO THE FILING OF ANY BANKRUPTCY PROCEEDINGS UNDER CHAPTER 11, 13 OR OTHERWISE, TO NOT MODIFY ANY OF THE TERMS OF THIS NOTE, INCLUDING, WITHOUT LIMITATION, THE INTEREST RATE OR PAYMENT AMOUNTS. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER TO MAKE THE LOAN EVIDENCED BY THIS NOTE. ALMOST FAMILY, INC. By /s/ William B. Yarmuth ----------------------------------- --------------------------------- William B. Yarmuth, Chief Executive Officer PROMISSORY NOTE December 3ATTACHMENT C To HEALTH MANAGEMENT CONSULTANTS/ALMOST FAMILY ASSET PURCHASE AGREEMENT REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of the 3rd day of December, 2006 Louisville2006, Kentuckyby and among Almost Family, Inc., a Delaware corporation (the "Company"), and Health Management Consultants, Inc., a Delaware corporation (the "Holder").
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