===========================================
AGREEMENT OF SALE
dated August __, 1996
between
Xxxx Xxxxxxxx,
Seller
PTSR, Inc.
and
Oak Tree Medical Management, Inc.
Purchaser
===========================================
AGREEMENT OF SALE
AGREEMENT OF SALE, made August __, 1996, among PTSR, Inc., a New York
corporation, having an address at 0000 Xxxxxxxxx Xxxxxx, Xxxxx, XX 00000
("PTSR"), Xxxx Xxxxxxxx, having an address at 0 Xxxxxxx Xxxx Xxxx, Xxxxxxxx, XX
00000 ("Seller"), and Oak Tree Medical Management, Inc., a New York corporation,
having an address at 0 Xxxxxxx Xxxxx Xxxxx 000, Xxxxx Xxxxxx, XX 00000
("Purchaser").
W I T N E S S E T H:
WHEREAS, Purchaser desires to acquire, and Seller desires to sell, the stock of
the corporation known as PTSR, Inc., ("PTSR") hereinafter specified, upon the
terms and conditions hereinafter set forth, and
WHEREAS, Seller is the shareholder of PTSR.
NOW, THEREFORE, in consideration of the covenants and agreements hereafter set
forth, and other valuable consideration, the receipt and sufficiency of which
hereby is acknowledged, the parties hereto agree as follows:
1. Agreement To Sell. Seller agrees to sell, transfer and deliver to Purchaser,
and Purchaser agrees to purchase, upon the terms and conditions hereinafter set
forth, all of the capital stock of the New York corporation, PTSR, Inc. such
shares totaling (100) One Hundred. Said shares constitute all of the authorized
and issued shares of the corporation (the "Shares").
2. The Assets of the Corporation. It is the understanding of the parties that
PTSR is the owner of the following assets (the "Assets"):
(a) the equipment, patient files, name and general assets described in
Exhibit A-1 hereto and all similar equipment acquired or owned by the
business on or before the closing date (the "General Assets");
(b) the furniture, fixtures and improvements described in Exhibit A-2
hereto and all similar items acquired or owned by the business on or
before the closing date (the "Improvements");
(c) the lease described in Exhibit A-3 hereto (the "Lease");
2
(d) the equipment leases, contracts and agreements described in Exhibit
A-4 hereto (the "Contracts");
(e) the Provider Agreements described and attached in Exhibit A-5 hereto
(the "Provider Agreements");
(f) the bank accounts, lines of credit and safe deposit boxes, including a
list of the persons authorized to access the bank accounts and safe
deposit boxes, described in Exhibit A-6 hereto (the "bank accounts and
boxes");
(g) The accounts receivable listed in Exhibit A-7 (the "Accounts
Receivable").
Notwithstanding anything to the contrary contained herein, there shall be
excluded from the Assets, all cash on hand and in PTSR's bank accounts.
3. Purchase Price. The purchase price to be paid by Purchaser is Four Hundred
Twenty Five Thousand Dollars ($425,000.00), payable as follows:
(a) Twenty Five Thousand Dollars ($25,000.00) at the closing.
(b) Four Hundred Thousand Dollars ($400,000.00) at the closing by
taking title subject to and assuming payment of the Existing
Indebtedness owed to Xxx Xxxx identified in Exhibit B hereto in said
principal amount, and paying the same according to the terms thereof.
If on the closing date the outstanding principal balance of the
Existing Indebtedness is less than $400,000.00, the $25,000.00 to be
paid at the closing by check pursuant to clause (a) above shall be
increased by the amount that such outstanding principal balance shall
be less than $400,000.00. IN NO CASE SHALL PRUCHASER BE RESPONSIBLE
FOR MORE THAN THE PRINCIPAL OF $400,000.00 OF THIS DEBT.
4. The Closing. The "closing" means the settlement of the obligations of
Seller and Purchaser to each other under this agreement, including the
payment of the purchase price to Seller as provided in Article 3 hereof and
the delivery of the closing documents provided for in Article 5 hereof. The
closing shall be held at the offices of Xxxxxx X. Xxxxxxx, P.C., 000 Xxxx
Xxxxxx, Xxx Xxxx, XX 00000, and shall take place within thirty (30) days of
completion of Purchaser's audit, (the "closing date"); but in no event
shall closing take place later than September 30, 1996.
5. Closing Documents. At the closing Seller shall execute and deliver to
Purchaser:
(a) an Assignment of the rights of the lessee under the Lease,
substantially in the form of Exhibit C hereto
(b) certified copies of resolutions duly adopted by the Board of Directors
and Shareholder of Seller authorizing the sale of the Stock and the
performance by Seller of its obligations hereunder
3
(c) an opinion of Seller's counsel, Xxxxx Xxxxxx, Esq. dated as of the
closing date, in form and substance satisfactory to Purchaser's
counsel, stating such counsel's opinion that: (i) PTSR is a
corporation duly organized, validly existing and in good standing
under the laws of New York; (ii) PTSR and Seller have full power and
authority, corporate and otherwise, to enter into this agreement and
perform its obligations hereunder; (iii) the execution and delivery of
this agreement and the performance by PTSR of its obligations
hereunder have been duly authorized by the Board of Directors and
Shareholder of PTSR and no further action or approval is required in
order to constitute this agreement as the binding obligation of Seller
or PTSR, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, moratorium, insolvency or
other laws affecting creditor's rights generally; (iv) the execution
and delivery of this agreement and the performance by PTSR of its
obligations hereunder do not and will not violate any provision of the
Certificate of Incorporation or Bylaws of PTSR; and (v) except as may
be set forth in this agreement, such counsel is not representing
Seller or PTSR in any suit, action or proceeding against them which,
if adversely determined, would prohibit the consummation of the
transactions contemplated by this agreement,
(d) the certificate or certificates for the Shares, duly endorsed so as to
effectively transfer ownership of the Shares to Purchaser, together
with all appropriate federal and state transfer tax stamps affixed,
(e) letters of resignation from each director and officer of PTSR,
effective as of the closing hereunder,
(f) the Certificate of Incorporation, filing receipt and other
organizational documents of PTSR, and the Bylaws, minute book, stock
certificate book and seal of PTSR; any bills, vouchers, records
showing the ownership of the assets used in the operation of PTSR; and
all other books of account, records and contracts of PTSR
(g) Restrictive Covenant as enumerated in Article Ten (10),
(h) Statement executed by Xxx Xxxx and Seller that Existing Debt
identified in Exhibit B herein is currently paid, to date of closing.
Statement shall also note that any payments in arrears have been
brought current, to date of closing,
(i) Statements executed by Xxx Xxxx and Seller, releasing and indemnifying
Purchaser from any and all obligations and liabilities in excess of
the principal of Four Hundred Thousand Dollars ($400,000.00) of the
Existing Debt identified in Exhibit B herein. Xxx Xxxx shall state
that she will look only to Seller for any sums due her in excess of
$400,000.00 principal obligation, assumed by Purchaser,
(j) such other instruments and information in form and substance
satisfactory to Purchaser's attorneys as may be necessary or proper to
transfer to Purchaser good and marketable title to all other ownership
interests in the Stock to be transferred under this agreement.
At the closing Seller shall deliver to Purchaser all keys for the business. If
any keys for the business or assets are held by employees or others, Seller
shall identify such individuals, their
4
addresses and their relationship to the Seller. Seller shall do all further acts
and things as may be necessary, or reasonably requested by Purchaser, to
consummate the transactions contemplated by this agreement, including the
acquisition of possession of the Assets. Seller shall advise Purchaser of, and
cause to be delivered to Purchaser, all trade secrets and proprietary
information pertaining to the assets of the business.
At the closing Purchaser shall execute and deliver to Seller:
(a) an Assumption of the obligations of the lessee under the Lease,
substantially in the form of Exhibit C hereto
(b) an Assumption of the Existing Indebtedness
Except as expressly provided herein, Purchaser shall not be obligated to pay or
perform any obligations or liabilities of Seller including without limitation
obligations or liabilities of Seller to its creditors or any legal, accounting,
brokerage or finder's fees or any taxes or other expenses in connection with
this agreement or the consummation of the transactions contemplated hereby.
6. Closing Adjustments. The following items shall be apportioned as of midnight
of the day preceding the closing date:
(a) rent, including any additional rent, under the Lease
(b) taxes and applicable common charges under the lease
(c) water and sewer charges
(d) utilities , as applicable
(e) employee salaries and benefits
(f) interest on the Existing Indebtedness
Any errors or omissions in computing apportionments shall be corrected after the
closing, with both parties fully cooperating.
7. Representations And Warranties Of Seller. Seller represents and warrants to
Purchaser as follows:
(a) PTSR is a corporation duly organized and validly existing under the
laws of New York, and is duly qualified to do business in New York.
PTSR has full power and authority to own its properties and to conduct
its business as now carried on, and to carry out and perform its
undertakings and obligations as provided herein. The execution and
delivery by PTSR of this agreement and the consummation of the
transactions contemplated herein have been duly authorized by the
Board of Directors of PTSR and will not conflict with or breach any
provision of the Certificate of Incorporation or Bylaws of PTSR, and
do not and will not conflict with or result in any breach of any
condition or provision of, or constitute a default under, or result in
the creation or imposition of any
5
lien, charge or encumbrance upon the Assets by reason of the
provisions of any contract, lien, lease, agreement, instrument or
judgment to which Seller or PTSR is a party, or which is or purports
to be binding upon Seller or PTSR or which affects or purports to
affect the Assets. No further action or approval, corporate or
otherwise, is required in order to constitute this agreement the
binding and enforceable obligation of Seller or PTSR.
(b) No action, approval, consent or authorization, including without
limitation any action, approval, consent or authorization of any
governmental or quasi-governmental agency, commission, board, bureau
or instrumentality, is necessary for Seller or PTSR to constitute this
agreement the binding and enforceable obligation of Seller or PTSR or
to consummate the transactions contemplated hereby.
(c) Seller is the owner of the Shares, and the Shares are all of the
issued and outstanding shares of stock of PTSR. All of the Shares have
no par value, are fully paid and non-assessable, have not been
assigned, pledged or hypothecated, and are free of all liens, claims
and encumbrances, except as set forth herein. PTSR is the owner of and
has good and marketable title to the Assets, free of all liens, claims
and encumbrances, except as set forth herein.
(d) There are no violations, potential claims of violations or questions
of irregularity regarding any law or governmental rule or regulation
pending or, to the best of Seller's knowledge, threatened against
Seller, PTSR or the Assets. Seller and PTSR have complied with all
laws and governmental rules and regulations applicable to the business
or the Assets. Seller and PTSR have duly notified all insurance
carriers or third party payors of any suspected or known claims or
potential claims which may be asserted against seller, PTSR or the
Assets.
(e) There are no judgments, liens, suits, actions or proceedings pending
or, to the best of Seller's knowledge, threatened against Seller, PTSR
or the Assets. Neither Seller, PTSR nor the Assets are a party to,
subject to or bound by any agreement or any judgment or decree of any
court, governmental body or arbitrator which would conflict with or be
breached by the execution, delivery or performance of this agreement,
or which could prevent the carrying out of the transactions provided
for in this agreement, or which could prevent the use by Purchaser of
the Stock or Assets or adversely affect the conduct of the business by
Purchaser.
(f) PTSR has not entered into, and the Assets are not subject to, any: (i)
written contract or agreement for the employment of any employee of
the business; (ii) contract with any labor union or guild; (iii)
pension, profit-sharing, retirement, bonus, insurance, or similar plan
with respect to any employee of the business; or (iv) similar contract
or agreement affecting or relating to the Stock or Assets.
(g) At the time of the closing, there will be no (secured or unsecured)
creditors of PTSR or Seller, other than the holders of the Existing
Indebtedness, Exhibit B. Such payments on
6
the Existing Indebtedness are current and no payments are in arrears.
General business creditors and equipment lessors are listed in Exhibit
A-4 attached hereto. Except as set forth herein, Seller shall be
liable for all other obligations incurred by PTSR or Seller prior to
closing.
(h) The Lease is in full force and effect and without any default by PTSR
thereunder. All copies of the Lease provided by Seller to Purchaser
are true and complete copies of the original Lease. The lease may be
assigned to Purchaser.
(i) Identified Contracts and Equipment Leases are in full force and effect
and without any default by Seller or PTSR thereunder. All copies of
the Contracts and Leases provided by Seller to Purchaser are true and
complete copies of the original Contracts. Seller and PTSR are not
indebted under any executory Contracts or Leases, except as may be set
forth in Exhibit A-4 hereto.
(j) Any and all Provider Agreements are in full force and effect. True and
complete copies of such Agreements are attached hereto as Exhibit A-5.
(k) Seller and PTSR have filed each tax return, including without
limitation all income, excise, property, gain, sales, franchise and
license tax returns, required to be filed by Seller and PTSR prior to
the date hereof. Each such return is true, complete and correct, and
Seller has paid all taxes, assessments and charges of any governmental
authority required to be paid by it and has created reserves or made
provision for all taxes accrued but not yet payable. No government is
now asserting, or to Seller's knowledge threatening to assert, any
deficiency or assessment for additional taxes or any interest,
penalties or fines with respect to Seller. Seller's federal tax
identification number is _________________. Seller shall hold
purchaser harmless and indemnify Purchaser against all claims for
taxes due from and owed by Seller or PTSR.
(l) The attached financial statements in Exhibit D are true and accurate.
The financial statements fairly and correctly present the financial
position of the Seller and will so represent such as of the date of
closing.
At the closing Seller shall execute and deliver an affidavit setting forth the
above representations as of the date of the closing.
8. Representations And Warranties Of Purchaser. Purchaser represents and
warrants to Seller as follows:
(a) Purchaser is a corporation organized under the laws of New York, and
is duly qualified to do business in New York. Purchaser has full power
and authority to carry out and perform its undertakings and
obligations as provided herein. The execution and delivery by
Purchaser of this agreement and the consummation of the transactions
contemplated herein have been duly authorized by the Board of
Directors of Purchaser and will not conflict with or breach any
provision of the Certificate of Incorporation or Bylaws of Purchaser.
No further action or approval, corporate or otherwise, is required in
order to constitute this agreement the binding and enforceable
obligation of Purchaser.
7
(b) No action, approval, consent or authorization, including without
limitation any action, approval, consent or authorization of any
governmental or quasi-governmental agency, commission, board, bureau or
instrumentality, is necessary for Purchaser to constitute this
agreement the binding and enforceable obligation of Purchaser or to
consummate the transactions contemplated hereby.
9. Conditions To Closing. The obligations of Purchaser to close hereunder are
subject to the following conditions:
(a) All of the terms, covenants and conditions to be complied with or
performed by Seller under this agreement on or before the closing
shall have been complied with or performed in all material respects.
(b) All representations or warranties of Seller herein are true in all
material respects as of the closing date. Such representations and
warranties shall also survive closing.
(c) Satisfactory results of financial audit.
(d) All assets are in good working order, as applicable.
(e) On the closing date, there shall be no liens or encumbrances against
the Assets, except as provided for herein.
(f) The business of PTSR will have been conducted only in the ordinary
course of business. No contracts or purchase agreements/orders will
have been entered into, other than in the ordinary course of business.
No expenditures or credit purchases will be made by Seller, other than
in the ordinary course of business.
(g) Seller, PTSR and their representatives and advisors will supply, upon
request by Purchaser and its representatives, such pertinent
information as may be required by Purchaser in order to conduct its
due diligence survey of PTSR. It is agreed that any documents or
information provided hereunder shall be kept in full and complete
confidence.
(h) All payments under the Existing Indebtedness are current and not in
arrears, to date of closing.
Seller promptly shall notify the lessor under the Lease (the "Lessor") of the
proposed assignment of the Lease to Purchaser, and shall request the consent of
the Lessor thereto. Seller and Purchaser shall furnish to the Lessor such
information as may reasonably be required in connection with the procuring of
such consent, and shall otherwise cooperate in an effort to expeditiously
procure such consent. Purchaser agrees to pay to the Lessor an amount of up to
$10,000.00 in consideration for the consent of Lessor to the assignment of the
Lease to Purchaser. If the Lessor shall fail or refuse to grant such consent in
writing within thirty days after the date of this agreement (the "Outside
Date"), or shall require as a condition of the granting of such consent that
additional consideration be paid to the Lessor (in excess of the aforesaid
$10,000.00 to be paid by Purchaser) which neither Seller nor Purchaser is
willing to pay, then Purchaser may terminate this agreement, by written notice
to the other delivered within ten days after the Outside Date.
8
If this agreement is terminated as provided above in this Article 9, Seller
shall return any payments made by Purchaser on account of the purchase price,
whereupon all rights of Purchaser hereunder and to the business shall terminate,
and neither Seller nor Purchaser shall have any further claim against the other
hereunder.
10. Restrictive Covenant Not to Compete. Seller will not, for a period of four
(4) years from the date of closing, either directly or indirectly engage in the
practice of physical therapy or related services, within lower Westchester
County, NY (up to and including latitude of White Plains, NY), Fairfield County,
CT and within a ten (10) mile radius of PTSR's current address at 0000 Xxxxxxxxx
Xxxxxx, Xxxxx, XX 00000. Seller shall execute at closing, such documents as will
evidence this surviving provision.
11. Indemnification. Each party hereto shall indemnify and hold the other
parties harmless from and against all liability, claim, loss, damage or expense,
including reasonable attorneys' fees, incurred or required to be paid by such
other parties by reason of any breach or failure of observance or performance of
any representation, warranty, covenant or other provision (including lists and
Exhibits) of this agreement by such party. Seller shall indemnify and hold
Purchaser harmless against all actions, suits, proceedings, judgments, costs and
expenses incurred by or levied against Purchaser, due to Seller's or PTSR's
prior acts, omissions, negligence or other wrongful conduct.
12. Risk Of Loss. The risk of loss to the assets of the business sold hereunder,
until the closing, is assumed and shall be borne by Seller. Seller and PTSR
agree to keep all of its assets fully insured against any loss, either by fire,
theft or casualty, to the date of closing. In the event that prior to closing,
such Assets are totally or substantially damaged by reason of fire, theft or
casualty, Purchaser may, in its sole discretion, terminate the within
transaction. In such case, all money heretofore deposited with Seller or
Seller's representative shall be refunded to Purchaser and the parties shall be
released from any further liability hereunder. If the Purchaser elects to
consummate this transaction despite such loss or damage, it may do so by paying
the purchase price set forth herein, reduced by any insurance proceeds received
by Seller.
13. Brokerage. The parties hereto represent and warrant to each other that they
have not dealt with any broker or finder in connection with this agreement other
than the broker, American Health Resources, LLC with offices at 00000 Xxxxxx
Xxxx Xxxxxx, Xxxxx X00, Xxxxx Xxxxx Xxxxx, XX 00000 (the "Broker"). The
Purchaser shall be solely responsible for and shall pay at closing all
commission, fees, expenses and charges due or owing to the Broker in connection
with this transaction, pursuant to a separate agreement between the Purchaser
and Broker. Purchaser and Seller shall indemnify, defend and hold each other
harmless from and against any loss, cost, expense, claim or liability
(including, without limitation, reasonable attorney's fees) arising under or in
respect of any claim by any person or entity for any commission, fee or expense
in respect of the transaction contemplated by this Agreement, where such claim
is based in whole or in part upon any act of the indemnifying party or its
representatives. The provisions of this Article shall survive the expiration,
termination or cancellation of this Agreement, but shall not be construed as a
covenant for the benefit of any third party.
14. The Seller. Seller hereby confirms all of the representations and warranties
of PTSR, and agrees to indemnify and hold Purchaser harmless from and against
misrepresentation or breach of any warranty by PTSR, or any breach or failure by
Seller to comply with any term, covenant or condition of this
9
agreement. Seller represents and warrants that he is the shareholder of PTSR,
and that he has full power and authority to carry out and perform his
undertakings and obligations as provided herein. Seller agrees as aforesaid to
induce Purchaser to enter into this agreement. No action or inaction of Seller
or Purchaser, including the giving of notices, shall affect, change or discharge
the obligations of the Purchaser's Guarantor hereunder.
15. Notices. All notices, demands and other communications required or permitted
to be given hereunder shall be in writing and shall be deemed to have been
properly given if delivered by hand or by registered or certified mail, return
receipt requested, with postage prepaid, to Seller's attorney, Xxxxx Xxxxxx,
Esq. at 00 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000, and to Purchaser's attorney,
Xxxxxxxxx X. Xxxx, Esq., at 0 Xxxxxxx Xxxxx Xxxxx 000, Xxxxx Xxxxxx, XX 00000.
The respective attorneys for the parties hereby are authorized to give any
notice required or permitted hereunder and to agree to adjournments of the
closing.
16. Survival. The representations, warranties and covenant contained herein or
in any document, instrument, certificate or schedule furnished in connection
herewith shall survive the delivery of the Xxxx of Sale and shall continue in
full force and effect after the closing, except to the extent waived in writing.
17. Further Assurances. In connection with the transactions contemplated by this
agreement, the parties agree to execute and deliver such further instruments,
and to take such further actions, as may be reasonably necessary or proper to
effectuate and carry out the transactions contemplated in this agreement.
18. Changes Must Be In Writing. No delay or omission by either Seller or
Purchaser in exercising any right shall operate as a waiver of such right or any
other right. This agreement may not be altered, amended, changed, modified,
waived or terminated in any respect or particular unless the same shall be in
writing signed by the party to be bound. No waiver by any party of any breach
hereunder shall be deemed a waiver of any other or subsequent breach.
19. Captions And Exhibits. The captions in this agreement are for convenience
only and are not to be considered in construing this agreement. The Exhibits
annexed to this agreement are an integral part of this agreement, and where
there is any reference to this agreement it shall be deemed to include said
Exhibits.
20. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of New York.
21. Binding Effect. This agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
22. Cancellation. Purchaser reserves the right to cancel this Agreement, without
penalty, if any negative disclosure is discovered regarding Seller, PTSR or its
Assets, which would materially affect the value of PTSR's Assets.
23. Taxes. Purchaser agrees to treat the current taxable year (ending December
31, 1996) of PTSR as if it consisted of two taxable years, the first such
taxable year ending on the Closing Date, and to cause
10
PTSR to file a Section 1377 (a) (2) Election when filing the corporate tax
return for the taxable year. Purchaser agrees that it will not allow the
Corporation to file the tax return or any K-1s without the prior consent (such
consent not to be unreasonably withheld) of the Seller and that prior to filing
any K-1s, the Seller shall have the right to review the tax return and the K-1s.
If Seller or PTSR has not maintained adequate books and records to comply with
this provision, Seller shall be responsible for the accounting costs in assembly
adequate records needed to comply with this provision.
24. Confidentiality. Each party acknowledges and agrees that any information or
data it has acquired from the other party, not otherwise properly in the public
domain, was received in confidence. Each party hereto agrees not to divulge,
communicate or disclose, except as may be required by law or for the performance
of this Agreement (including conducting due diligence or notifying a party's
lender), or use to the detriment of the disclosing party or for the benefit of
any other person or persons, or misuse in any way, any confidential information
of the disclosing party concerning the subject matter hereof, including any
trade or business secrets of the disclosing party and any technical or business
materials that are treated by the disclosing party as confidential or
proprietary, including without limitation information (whether in written, oral
or machine readable form) concerning: general business operations: methods of
doing business, servicing clients, client relations, and of pricing and making
charge for services and products; financial information, including costs,
profits and sales; marketing strategies; business forms developed by or for the
disclosing party; names of suppliers, personnel, clients and potential clients;
negotiations or other business contacts with suppliers, personnel, clients and
potential clients; form and content of bids, proposals and contracts; the
disclosing party's internal reporting methods; technical and business data and
documentation; software programs, however embodied; diagnostic techniques; and
information obtained by or given to the disclosing party about or belonging to
third parties.
11
IN WITNESS WHEREOF, the parties have executed this agreement the date first
above written.
SELLER:
By_________________________
Xxxx Xxxxxxxx
PTSR, INC.
ATTEST:
By ________________________
President
By ____________________
Secretary
OAK TREE MEDICAL MANAGEMENT, INC.
ATTEST:
By ________________________
President
By ____________________
Secretary
12
STATE OF NEW YORK, COUNTY OF , SS.:
On the ____ day of August, 1996, before me personally came
__________________________________________________ , to me known, who being duly
sworn, did depose and say that he resides at __________________________________
_________________________ ; that he is the President of PTSR, Inc., the
corporation described in and which executed the foregoing Agreement of Sale; and
that he signed his name thereto by the order of the board of directors of the
said corporation.
-------------------------------
Notary Public
My commission expires on
STATE OF NEW YORK, COUNTY OF , SS.:
On the day of August, 1996, before me personally came Xxxx
Xxxxxxxx, to me known to be the individual described in and who executed the
foregoing Agreement of Sale, and acknowledged that he executed said Agreement of
Sale.
-------------------------------
Notary Public
My commission expires on
STATE OF NEW YORK, COUNTY OF , SS.:
On the _____ day of August, 1996, before me personally came
________________________________________________ , to me known, who being duly
sworn, did depose and say that he resides at __________________________________
__________________________________________________ ; that he is the President of
Oak Tree Medical Management of New York Inc., the corporation described in and
which executed the foregoing Agreement of Sale; and that he signed his name
thereto by the order of the board of directors of the said corporation.
-------------------------------
Notary Public
My commission expires on
13
EXHIBIT A-1
Equipment and General Assets
14
EXHIBIT A-2
Improvements
15
EXHIBIT A-3
The Lease
16
EXHIBIT A-4
Contracts and Equipment Leases
Indebtedness under executory contracts or leases:
17
EXHIBIT A-5
Provider Agreements
18
EXHIBIT A-6
Bank Accounts, Safe Deposit Boxes, Lines of Credit and
Persons Authorized to Access Each
19
EXHIBIT A-7
Accounts Receivable
20
EXHIBIT B
Existing Indebtedness, Collateral, Copies of Security Agreements
21
===========================================
ASSIGNMENT OF LEASE
dated August ___, 1996
from
PTSR, Inc.
Seller
to
Oak Tree Medical Management, Inc.
Purchaser
===========================================
22
EXHIBIT C
ASSIGNMENT OF LEASE
KNOW THAT, for valuable consideration, PTSR, Inc., a New York
corporation, having an address at 0000 Xxxxxxxxx Xxxxxx, Xxxxx, XX 00000
("Assignor") hereby assigns unto Oak tree Medical Management, Inc., a New York
corporation, having an address at 0 Xxxxxxx Xxxxx Xxxxx 000, Xxxxx Xxxxxx, XX
00000 ("Assignee") all right, title and interest of Assignor as lessee under the
following lease:
Physur Realty Associates to PTSR, Inc.
Dated December 1, 1991.
TO HAVE AND TO HOLD said lease unto Assignee and the heirs, executors,
administrators, successors and assigns of Assignee from and after the date
hereof, for the rest of the term of said lease, as the same may be modified or
extended.
Assignee hereby assumes and agrees to perform, from and after the date
hereof, all of the terms, covenants and conditions of said lease to be performed
by the lessee thereunder.
IN WITNESS WHEREOF, Assignor and Assignee have duly executed this
assignment and assumption on August ___, 1996.
PTSR, INC.
ATTEST:
By ________________________
President
By ____________________
Secretary
OAK TREE MEDICAL MANAGEMENT, INC.
ATTEST:
By ________________________
President
By ____________________
Secretary
23
STATE OF NEW YORK, COUNTY OF , SS.:
On the _____ day of August, 1996, before me personally came
_______________________________________ , to me known, who being duly sworn,
did depose and say that he resides at __________________________
___________________________________________; that he is the President of PTSR,
Inc., the corporation described in and which executed the foregoing instrument;
and that he signed his name thereto by the order of the board of directors of
the said corporation.
-------------------------------
Notary Public
My commission expires on
STATE OF NEW YORK, COUNTY OF , SS.:
On the ____ day of August, 1996, before me personally came
___________________________ , to me known, who being duly sworn, did depose and
say that he resides at _________________________________________________
_________________________________________________ ; that he is the President of
Oak Tree Medical Management, Inc., the corporation described in and which
executed the foregoing instrument; and that he signed his name thereto by the
order of the board of directors of the said corporation.
-------------------------------
Notary Public
My commission expires on
The undersigned, as lessor under the lease described in the foregoing assignment
of lease, hereby consents to said assignment of the lease.
-------------------------------
Physur Realty Associates
24
EXHIBIT D
FINANCIAL STATEMENTS
25