FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 1st, 2013 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • Massachusetts
This is the first amendment (“First Amendment”), dated as of August 29, 2013, to that certain Asset Purchase Agreement, dated as of August 16, 2013 (the “Agreement”), by and among Hospitalists Management of New Hampshire, Inc., a New Hampshire corporation qualified to do business in Massachusetts (“Buyer”); InPatient Consultants of Massachusetts, P.C., a New Hampshire professional corporation qualified to do business in Massachusetts (“PC Buyer”) (each of Buyer and PC Buyer an “Acquiror” and, collectively, the “Acquirors”); Steward Medical Group, Inc., a Massachusetts not-for-profit corporation (“Seller”); and Steward Health Care System LLC, a Delaware limited liability company (“Owner”) (Seller and Owner, collectively, the “Selling Group”). Each of the Acquirors and the members of the Selling Group are sometimes referred to herein as the “Parties” and individually as a “Party”. Capitalized terms not otherwise defined herein shall have the same meaning given to them in the Agreement.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 1st, 2013 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • Massachusetts
This Agreement contemplates a transaction in which Acquirors will purchase certain of the Seller’s assets, which constitute substantially all of the assets used in Seller’s Business, in return for cash and other consideration. Terms used in this Agreement that are capitalized or otherwise have special meaning have the definitions given to such terms in Section 8.9 and elsewhere in the Agreement. The Purchased Assets do not comprise all or substantially all of the assets of Seller, which will remain in business after the Closing as a going concern.
