EXHIBIT 2.3
AGREEMENT FOR PURCHASE AND SALE OF ASSETS
-----------------------------------------
THIS AGREEMENT made this 15/th/ day of July, 1998 at Miami, Florida, by and
between COORDINATED HEALTHCARE, INC., a Florida corporation (hereinafter
referred to as the "Seller") and ALF REALTY I, INCORPORATED, a Florida
corporation (hereinafter referred to as the "Purchaser").
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, hereto
agree as follows:
1. PURCHASE AND SALE
-----------------
Upon the terms and subject to all of the conditions in this Agreement and
the performance by each of the parties of their respective obligations, the
Purchaser agrees to purchase from the Seller and the Seller agrees to sell and
deliver to the Purchaser on the Closing Date (as hereinafter defined), the
Seller's Medical Center located at 00000 X.X. 0xx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx
00000.
2. PURCHASE PRICE
--------------
Subject to the terms and conditions of this Agreement, and in full
consideration for the conveyance, transfer and delivery of the Medical Center,
the Purchaser hereby assumes all of the liabilities of the Seller, pursuant to
Paragraph 3 below (the "Purchase Price").
3. ASSUMPTION OF OBLIGATIONS BY PURCHASER
--------------------------------------
The Purchaser will assume and will discharge and be liable for any debts,
liabilities, or obligations of the Seller occurring on and after July 15, 1998,
including, without limitation, any (a) liabilities or obligations of the Seller
to its creditors or stockholders as such or as creditors; (b) liabilities or
obligations of the Seller with respect to any transactions occurring before the
Closing Date; (c) sales or income tax or other liabilities or obligations of the
Seller incurred in connection with the sale of its properties, assets or
business pursuant to this Agreement, or in connection with its liquidation or
dissolution; (d) federal, state and local taxes arising out of Seller's
operation of its business; or (e) any contingent liabilities or obligations of
the Seller. Notwithstanding the above, the Seller shall remain obligated to
Xxxxxx X. Xxxxx TTE the approximate amount of $67,000.00.
4. CLOSING AND CERTAIN RELATED MATTERS
-----------------------------------
(a) Date and Place: The Closing shall take place at Purchaser's attorney's
--------------
office on or before July 16, 1998 (the "Closing" or "Closing Date") unless
extended by mutual agreement of
1
the parties. The Closing shall take place at 0000 Xxxxxxx, Xxxxx 000, Xxxxx
Xxxxxx, XX 00000.
(b) Failure to Timely Close: In the event that this transaction shall not
-----------------------
close by the Closing Date, unless an extension is agreed to and by the parties,
then all parties shall be relieved of all obligations, commitments, liabilities
and responsibilities hereunder and this Agreement shall be deemed null, void and
of no force and effect.
(c) Instruments of Conveyance and Transfer:
--------------------------------------
At the Closing the Seller will deliver to the Purchaser such bills of
sale, and containing full warranties of title, as shall be effective to vest in
the Purchaser good, absolute, and marketable title to Seller's Medical Center
being transferred to the Purchaser by the Seller, free and clear of all liens,
charges and encumbrances, and restrictions whatsoever to the extent that Seller
can do so without third party consent, except as provided herein, and where the
consent of a third party is required to effect such assignment, the parties
shall use their good faith reasonable efforts to secure same; and
(d) Further Assurances to Purchaser: From time to time, after the Closing,
-------------------------------
at the request of the Purchaser, the Seller will execute and deliver to the
Purchaser such other instruments of conveyance and transfer and take such other
action as the Purchaser may reasonably require more effectively to convey,
transfer to, and vest in the Purchaser, and to put the Purchaser in possession
of, any and all of the Seller's Medical Center to be conveyed, transferred, and
delivered to the Purchaser hereunder.
5. REPRESENTATIONS AND WARRANTIES BY SELLER
----------------------------------------
As material inducement to the Purchaser to execute and perform its
obligations under this Agreement, the Seller hereby represents and warrants to
the Purchaser, as follows:
(a) Changes: Between the date of the execution of this Contract and the
-------
Closing date, the Seller will not:
(i) Incur any obligations or liabilities, absolute, accrued,
contingent, or otherwise, except current liabilities incurred in the ordinary
course of business;
(ii) Mortgage, pledge, subject to lien, charge, or encumbrance, or
grant a security interest in, any of the assets, tangible or intangible to be
sold to Purchaser hereunder;
(iii) Cancel any debt or claim or sell or transfer any of the assets
or properties, that are to be sold to Purchaser hereunder, except in the
ordinary course of business;
2
(iv) Suffer any damage, destruction, or loss (whether or not covered
by insurance) affecting its properties, business, or prospects, or waive any
rights of substantial value; and/or
(v) Enter into any transaction other than in the ordinary course of
business.
(b) Title to Seller's Medical Center: At the Closing, the Seller to the
--------------------------------
best of its knowledge will have good, absolute, and marketable title to the
Seller's Medical Center being sold to the Purchaser pursuant to this Agreement
subject to no lease, mortgage, pledge, lien, charge, security interest,
encumbrance, or restriction whatsoever, except as disclosed pursuant to this
Agreement.
(c) No Default: The Seller is not in default in any respect under any of
----------
the contracts, agreements, leases, documents, or other commitments to which it
is a party or otherwise bound.
(d) No Brokerage: The Seller and Purchaser have not employed any broker or
------------
finder nor have incurred or will incur any broker's, finder's or similar fees,
commissions or expenses, in connection with the transactions contemplated by
this Agreement.
(e) Litigation: There are no actions, suits or proceedings pending or
----------
threatened against the Seller or affecting any of its properties or rights, at
law or in equity, or before any federal, state, municipal or other governmental
agency or instrumentality, domestic or foreign, nor is the Seller aware of any
facts which to its knowledge might result in any such action, suit or
proceeding. Moreover, the Seller is not in default with respect to any order or
decree of any court or of any such governmental agency or instrumentality.
(f) Compliance with Law and Other Instruments: The Seller is not in
-----------------------------------------
violation of any term or provision of any charter, bylaw, mortgage, indenture,
contract, agreement, instrument, judgment, decree, order, statute, rule or
regulations, and the execution and delivery of and performance and compliance
with this Agreement will not result in the violation of or be in conflict with
or constitute a default under any such term or provision or result in the
creation of any mortgage, lien, encumbrance, or charge upon any of the
properties or assets of the Seller pursuant to any such term or provision.
(g) Disclosure: No representation or warranty by the Seller in this
----------
Agreement or in any writing attached hereto, contains or will contain any untrue
statement of material fact or omits or will omit to state any material fact (of
which the Seller has knowledge or notice) required to make the statements herein
or therein contained not misleading.
(h) Taxes: Seller has filed or will file all required Federal and State
-----
Income Tax Returns and has paid or will pay all taxes as shown on such Returns.
The Federal Income Tax Returns of
3
Seller have never been examined or audited by the Internal Revenue Service.
Adequate provision has been made for the payment of all accrued and unpaid
Federal, State or other taxes of whatever kind, whether or not yet due and
payable or whether or not disputed.
(i) Seller in Good Standing: Seller is duly organized, existing and in
-----------------------
good standing under the laws of the State of Florida.
6. ORGANIZATION OF PURCHASER
-------------------------
Purchaser is a corporation duly organized, validly existing and in good
standing under the laws of the State of Florida and has all requisite corporate
power and authority to enter into this Agreement, and to carry out and perform
the terms and provisions of this Agreement.
7. CONDITIONS PRECEDENT TO THE CLOSING BY PURCHASER
------------------------------------------------
The obligation of the Purchaser to consummate this Agreement is subject to
and conditioned upon the satisfaction, at or prior to the Closing, of each and
every of the following conditions:
(a) Compliance with Agreement: All the terms and conditions of this
-------------------------
Agreement to be complied with and performed by the Seller on or before the
Closing Date, including the delivery to the Purchaser of all schedules,
documents and instruments required to be delivered to Purchaser by this
Agreement, shall have been complied with and performed.
(b) Representations and Warranties: The representations and warranties of
------------------------------
the Seller in Paragraph (5) hereof shall be deemed to have been made again on
the Closing Date and be then true and correct, subject to any changes
contemplated by this Agreement. There shall have been no materially adverse
change in the financial condition of the Seller.
(c) Transfer/Approval of all Governmental License(s): The Seller shall
------------------------------------------------
use its best efforts to effectuate the transfer and/or help the Purchaser obtain
all required governmental license(s) required pursuant to this Agreement. In
the event the Purchaser shall not receive all required license(s) before the
Closing, then all parties shall use their best efforts to have all governmental
license(s) be considered effective, as of the date of the Closing.
8. NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES
-----------------------------------------------------
The representations and warranties contained in and made pursuant to this
Agreement shall survive the execution and delivery of this Agreement and shall
be deemed to have been made again at Closing. All representations and
warranties contained in this Agreement shall survive the Closing for a period of
three (3) years thereafter.
4
9. EXPENSES
--------
Each of the parties shall bear all of their own expenses incurred in
connection with this Agreement and in the consummation of the transactions
contemplated hereby and in preparation hereof.
10. AMENDMENT AND WAIVER
--------------------
This Agreement may be amended or modified at any time and in all respects,
or any provisions may be waived by an instrument in writing executed by the
Purchaser and the Seller, or either of them in the case of a waiver.
11. SEVERABILITY
------------
The invalidity of any one or more of the words, phrases, sentences,
clauses, sections or subsections contained in this Agreement shall not affect
the enforceability of the remaining portions of this Agreement or any part
hereof, all of which are inserted conditionally on their being valid in law,
and, in the event that any one or more of the words, phrases, sentence or
sentences, clause or clauses, section or sections, or subsection or subsections
had not been inserted.
12. CHOICE OF LAW
-------------
It is the intention of the parties that the laws of the State of Florida
shall govern the validity of this Agreement, the construction of its terms, and
the interpretation of the rights and duties of the parties.
13. SECTIONS AND OTHER HEADINGS
---------------------------
Sections, paragraphs, and other headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
14. COUNTERPART EXECUTION
---------------------
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 but one
and the same instrument.
15. GENDER
------
All personal pronouns used in this Agreement shall include the other
genders whether used in the masculine, feminine or neuter gender, and the
singular shall include the plural whenever and as often as may be appropriate.
16. PARTIES IN INTEREST
-------------------
5
All the terms and provisions of this Agreement shall be binding upon and
inure to the benefit of, and be enforceable by, the Seller and the Purchaser and
their successors and assigns.
17. INTEGRATED AGREEMENT
--------------------
This Agreement and the agreements attached as Exhibits hereto, constitute
the entire agreement between the parties hereto, and there are no agreements,
understandings, restrictions, warranties, or representations between the parties
other than those set forth herein or for which provisions have been made herein.
The rights, duties, responsibilities, representations and warranties of the
parties hereto and the covenants and agreements herein contained shall survive
the Closing and shall continue to bond the parties hereto, and shall continue in
full force and effect until each and every obligation of the parties hereto,
pursuant to this Agreement any documents or agreements incorporated herein by
reference, shall be fully performed.
18. ASSIGNABILITY OF INTEREST
-------------------------
Purchaser shall not have the right to assign its rights under this
Agreement, without the written permission from the Seller. Seller shall not
have the right to assign its rights under this Agreement, without the written
permission from the Purchaser.
19. ATTORNEY'S FEES AND COSTS
-------------------------
In the event of any litigation arising out of this Agreement, the
prevailing party shall be entitled to recover reasonable attorney's fees and
costs from the non-prevailing party.
20. LITIGATION
----------
In the event of any litigation arising out of or related to this Agreement
and the consummation of the transactions contemplated hereby, venue shall be
proper only in Dade County, Florida.
IN WITNESS WHEREOF, the Parties have set their hands and seals on the day
and month above-written.
AS TO SELLER: COORDINATED HEALTHCARE, INC.,
a Florida corporation
By: /s/ Xxxxxx X. Xxxxx
----------------------------
XXXXXX X. XXXXX, President
AS TO PURCHASER: ALF Realty I, Incorporated,
a Florida corporation
By: /s/ Xxxxxx X. Xxxxx
----------------------------
XXXXXX X. XXXXX, President
6
