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Exhibit 10.31
ASSIGNMENT AND ASSUMPTION OF LEASE
(LANDER VALLEY MEDICAL Center)
THIS ASSIGNMENT AND ASSUMPTION OF LEASE ("ASSIGNMENT") is made and
entered into as of January 31, 1998 to be effective on the "Effective Date" (as
hereinafter defined) by and between QUALICARE OF WYOMING, INC., a Wyoming
corporation ("ASSIGNOR") and NAHC OF WYOMING, INC., a Tennessee corporation
("ASSIGNEE") with reference to the following facts:
A. Pursuant to that certain Asset Sale Agreement dated December 22,
1997 ("SALE AGREEMENT") between Assignor, ▇▇▇▇▇▇▇▇▇ Medical Center, Inc., EGH,
Inc. and Woodland Park Hospital, Inc. (collectively, as "SELLER"), on the one
hand and New American Healthcare Corporation ("BUYER") on the other hand, Seller
has agreed to sell to Buyer and Buyer has agreed to purchase from Seller,
substantially all of Seller's assets.
B. Among the assets included in that transaction, is Lander Valley
Medical Center ("HOSPITAL"). Assignor leases the real property upon which the
Hospital is located from the City of Lander pursuant to that certain Lease
between the City of Lander, as lessor and Lander Valley Regional Medical Center,
as lessee dated July 10, 1982 and recorded October 16, 1984 in Book 233, Page
844, Fremont County, Wyoming records, as modified by Amendment No. One to Lease
dated April 24, 1985 and recorded in Book 245, Page 20, Fremont County, Wyoming
records and the First Amendment to Lease dated July 1, 1991, a copy of which is
attached hereto as EXHIBIT "A" (collectively, "LEASE"). The real property
subject to the Lease is more particularly described in EXHIBIT "B" attached
hereto and incorporated herein by this reference. Lander Valley Regional Medical
Center was merged into Assignor pursuant to Articles of Merger filed with the
Wyoming Secretary of State on November 21, 1997.
C. Assignee is a wholly-owned subsidiary of Buyer. Pursuant to the Sale
Agreement, Buyer has assigned its right to acquire the Hospital to Assignee.
NOW, THEREFORE, in consideration of the mutual covenants and promises
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows:
1. Assignment. Assignor hereby assigns to Assignee all of Assignor's
right, title, interest and obligations in, to and under the Lease.
2. Assumption. Assignee hereby assumes all of Assignor's right, title,
interest and obligations in, to and under the Lease and agrees to abide by the
terms and conditions thereof as if Assignee were the original lessee thereunder.
3. Effective Date. This Assignment shall be effective at 12:01 a.m on
February 1, 1998 ("EFFECTIVE DATE").
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4. Successors and Assigns. This Assignment shall be binding upon the
successors and assigns of both parties.
5. Governing Law. To the maximum extent possible, this Assignment shall
be construed and enforced in accordance with the laws of the State of
California, without regard to the principles of conflicts of law theory.
6. Counterparts. This Assignment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Rest of this Page Intentionally Left Blank
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IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
as of the day and year first above written.
Assignor:
QUALICARE OF WYOMING, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Attest:
/s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
Title: Administrative Asst
Assignee:
NAHC OF WYOMING, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Attest:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title: Secretary/Treasurer
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ACKNOWLEDGMENT OF LESSOR
The City of Lander, a Wyoming municipal corporation, by its signature
below, hereby acknowledges the foregoing assignment of Lease and hereby agrees
to recognize Assignee as lessee thereunder as of the Effective Date. Lessor
hereby releases and forever discharges Assignor from any and all obligations
under the Lease from and after the Effective Date of the Assignment.
CITY OF LANDER
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Acting Mayor
Attest:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: City Clerk-Treasurer
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STATE OF TEXAS )
) ss
COUNTY OF DALLAS )
The foregoing instrument was acknowledged before me by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
and ______________, the Vice President and ▇▇▇▇▇ ▇▇▇▇, respectively, of and
acting for and on behalf of Qualicare of Wyoming, a Wyoming corporation, this
___ day of January, 1998.
Witness my hand and official seal.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Notary Public
My commission expires: January 7, 2002
(Seal)
STATE OF TENNESSEE )
) ss
COUNTY OF DAVIDSON )
The foregoing instrument was acknowledged before me by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., the President and Secretary/Treas., respectively, of
and acting for and on behalf of NAHC of Wyoming, a Tennessee corporation, this
27th day of January, 1998.
Witness my hand and official seal.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Notary Public
My commission expires: May 30, 1999
(Seal)
STATE OF WYOMING )
) ss
COUNTY OF FREMONT )
The foregoing instrument was acknowledged before me by ▇▇▇▇ ▇▇▇▇▇
and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Acting Mayor and Clerk-Treasurer, respectively,
of and acting for and on behalf of the City of Lander, a Wyoming municipal
corporation, this 27th day of January, 1998.
Witness my hand and official seal.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Notary Public
My commission expires: November 11, 1999
(Seal)
