Health Management Systems Inc Sample Contracts
EXHIBIT 10.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 26th, 2001 • Health Management Systems Inc • Services-computer processing & data preparation • New York
Standard Contracts
1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 15th, 1997 • Health Management Systems Inc • Services-computer processing & data preparation • New York
1 Exhibit 2.7 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into as of the 5th day of January 2001, by and among MEDI, INC., a California corporation ("PURCHASER") and HEALTH MANAGEMENT SYSTEMS, INC., a...Asset Purchase Agreement • February 13th, 2001 • Health Management Systems Inc • Services-computer processing & data preparation • California
FIFTH AMENDMENT OF LEASE ------------------------Lease • September 14th, 2000 • Health Management Systems Inc • Services-computer processing & data preparation
Page 2 3 year after the termination of employment. If the termination is "for cause" as determined by the Board, or the violation by the Optionee, after termination of employment, of the terms of a Restrictive covenant and...Incentive Stock Option Agreement • June 14th, 2001 • Health Management Systems Inc • Services-computer processing & data preparation • New York
WITNESSETHAgreement and Plan of Merger • November 21st, 1996 • Health Management Systems Inc • Services-computer processing & data preparation
1 Exhibit 10.15 SEPARATION AGREEMENT AND RELEASE SEPARATION AGREEMENT AND RELEASE, dated as of October 2, 2000, between HEALTH MANAGEMENT SYSTEMS, INC., a New York corporation (the "Company"), and PAUL J. KERZ ("Kerz"), an individual residing at 126...Separation Agreement • February 13th, 2001 • Health Management Systems Inc • Services-computer processing & data preparation
1 Exhibit 10.17(iii) PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of January 10, 2001 made by WILLIAM F. MILLER III ("Pledgor"), in favor of ACCELERATED CLAIMS PROCESSING, INC., a Delaware corporation ("ACP"). WHEREAS Pledgor is acquiring an aggregate...Pledge Agreement • February 13th, 2001 • Health Management Systems Inc • Services-computer processing & data preparation • New York
1 Exhibit 10.3 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of March 1, 2001, by and between HEALTH MANAGEMENT SYSTEMS, INC., a New York corporation (the "Company"), and ALAN HAYES (the "Employee"). W I T N E S S E T H: WHEREAS the Company...Employment Agreement • June 14th, 2001 • Health Management Systems Inc • Services-computer processing & data preparation • New York
1 Exhibit 2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 19th, 2001 • Health Management Systems Inc • Services-computer processing & data preparation • New York
1 EXHIBIT 10.2(i) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of April 2, 2001, by and between HEALTH MANAGEMENT SYSTEMS, INC., a New York corporation (the "Company"), and ROBERT M. HOLSTER (the "Employee"). W I T N E S S E T H: WHEREAS the...Employment Agreement • June 14th, 2001 • Health Management Systems Inc • Services-computer processing & data preparation • New York
AMENDMENT NO. 2Credit Agreement • February 13th, 2001 • Health Management Systems Inc • Services-computer processing & data preparation
1 Exhibit 10.17 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of October 2, 2000, by and between HEALTH MANAGEMENT SYSTEMS, INC., a New York corporation (the "Company"), and WILLIAM F. MILLER III (the "Employee"). W I T N E S S E T H: WHEREAS the...Employment Agreement • February 13th, 2001 • Health Management Systems Inc • Services-computer processing & data preparation • New York
2 3 4. Transfer Restrictions on Shares. Notwithstanding anything contained in this Agreement to the contrary, you hereby agree with the Company that you will not sell, assign, transfer, pledge, convey or otherwise dispose of any Shares, or subject the...Restricted Stock Purchase Agreement • February 13th, 2001 • Health Management Systems Inc • Services-computer processing & data preparation • New York
by and amongAsset Purchase Agreement • September 14th, 1999 • Health Management Systems Inc • Services-computer processing & data preparation • New York
2 Agreement. The Debtor irrevocably appoints the Secured Party as its attorney- in-fact (such power of attorney being coupled with an interest) during the term of this Security Agreement to do all acts which it may be required to do under this...Security Agreement • June 13th, 1997 • Health Management Systems Inc • Services-computer processing & data preparation • New York
1 AMENDMENT NO. 1 AMENDMENT NO. 1 dated as of February 15, 2000 among the following: (a) HEALTH MANAGEMENT SYSTEMS, INC., a corporation duly organized and validly existing under the laws of the State of New York (the "Borrower"); (b) each of the...Credit Agreement • June 14th, 2000 • Health Management Systems Inc • Services-computer processing & data preparation
WITNESSETH:Lease • June 14th, 2001 • Health Management Systems Inc • Services-computer processing & data preparation
THIRD AMENDMENT OF LEASE ------------------------Lease Agreement • September 14th, 2000 • Health Management Systems Inc • Services-computer processing & data preparation
ARTICLE 1 BASIC LEASE PROVISIONSStandard Office Lease • January 22nd, 1997 • Health Management Systems Inc • Services-computer processing & data preparation • California
AND GUARANTY,Credit Agreement • March 16th, 2000 • Health Management Systems Inc • Services-computer processing & data preparation • New York
WITNESSETH:Lease Agreement • June 14th, 2001 • Health Management Systems Inc • Services-computer processing & data preparation
AmongMerger Agreement • June 13th, 1997 • Health Management Systems Inc • Services-computer processing & data preparation • New York
1 Exhibit 10.4(vii) FIFTH AMENDMENT TO CREDIT AGREEMENT AND GUARANTY FIFTH AMENDMENT TO CREDIT AGREEMENT AND GUARANTY dated as of September 30, 1999 (the "Fifth Amendment") among HEALTH MANAGEMENT SYSTEMS, INC. (the "Borrower"), ACCELERATED CLAIMS...Credit Agreement and Guaranty • January 27th, 2000 • Health Management Systems Inc • Services-computer processing & data preparation • New York
1 EXHIBIT 10.1(i) SURRENDER AGREEMENT AGREEMENT made as of this 23rd day of March, 2001 by and between 401 Park Avenue South Associates LLC, having an office at 30 West 26th Street, 8th Floor, New York, New York 10010 (hereinafter referred to as...Surrender Agreement • June 14th, 2001 • Health Management Systems Inc • Services-computer processing & data preparation
WITNESSETH:Employment Agreement • September 15th, 1997 • Health Management Systems Inc • Services-computer processing & data preparation • New York
EXHIBIT 10.2(ii) CONFIDENTIAL This Amendment to the Master Software License, dated the 29th day of June, 1992, (the "Agreement") is made and entered into as of the 1st day of September, 1995 (the "Effective Date"), by and between Health Care...Master Software License • January 22nd, 1998 • Health Management Systems Inc • Services-computer processing & data preparation • Delaware
SUBLEASE AGREEMENT This Sublease Agreement is made as of the day of December, 1997, between Health Management Systems, Inc., a New York corporation, having its offices at 401 Park Avenue South, New York, New York 10016 ("Sublandlord"), and Shandwick...Sublease Agreement • March 11th, 1998 • Health Management Systems Inc • Services-computer processing & data preparation
4 5 shall in any event be effective unless the same shall be in writing and signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.Guaranty Agreement • June 13th, 1997 • Health Management Systems Inc • Services-computer processing & data preparation • New York
5 6 received, on a cash basis, by HMS attributable to the operational contracts between HMS and any of the IFTI Designated Clients (as such term is hereinafter defined) specified on Annex A hereto, subject to such deletions and additions in the future...Consulting Services Agreement • September 15th, 1997 • Health Management Systems Inc • Services-computer processing & data preparation • New York
1 Exhibit 10.12 AGREEMENT AND RELEASE OF CLAIMS Agreement and Release of Claims (hereinafter the "Agreement"), dated as of 29 October 1996, by and among HHL FINANCIAL SERVICES, INC., a Delaware corporation with offices at 1000 Woodbury Road, Woodbury,...Agreement and Release of Claims • January 22nd, 1997 • Health Management Systems Inc • Services-computer processing & data preparation • New York
1 Exhibit 2.2(i) FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This is a First Amendment (the "Amendment") to that certain Agreement and Plan of Merger (the "Merger Agreement"), made and entered into as of April 29, 1996, by and among HEALTH...Agreement and Plan of Merger • January 22nd, 1997 • Health Management Systems Inc • Services-computer processing & data preparation
March 15, 2001 Larry Lai, Chief Executive Officer Medi, Inc. 241 Lombard Street Thousand Oaks, CA 91360 Re: ASSET PURCHASE AGREEMENT AMONG MEDI, INC. ("MEDI") AND QUALITY MEDI-CAL ADJUDICATION, INC., HEALTH RECEIVABLES, INC. AND HEALTH MANAGEMENT...Asset Purchase Agreement • March 19th, 2001 • Health Management Systems Inc • Services-computer processing & data preparation
WITNESSETH:Security Agreement • January 25th, 1999 • Health Management Systems Inc • Services-computer processing & data preparation • New York
1 2 of Assignee, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect...Assignment and Assumption Agreement • September 15th, 1997 • Health Management Systems Inc • Services-computer processing & data preparation
