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Exhibit 10.75
XXXX OF SALE AND ASSIGNMENT
THIS XXXX OF SALE AND ASSIGNMENT is executed and delivered this 13th day
of November, 1996, by and between SIERRA TUCSON, INC., a Delaware corporation
("Seller"), and SOFTEN REALTY, L.L.C, a Delaware limited liability company
("Purchaser").
W I T N E S E T H:
WHEREAS, Seller and Purchaser have entered into that certain Asset
Purchase Agreement, dated as of November 13, 1996 (the "Purchase Agreement"),
pursuant to which Purchaser is acquiring all of the assets of Seller for the
consideration therein provided.
NOW, THEREFORE, in consideration of the foregoing and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Purchaser hereby agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Purchase Agreement.
2. Sale of Assets. Seller hereby grants, sells, conveys, assigns,
transfers and delivers to Purchaser all right, title and interest of Seller in
and to the Acquired Assets, effective as of 12:01 a.m. on November 14, 1996.
3. Acceptance of Assignment. Purchaser hereby accepts the assignment of
the Acquired Assets.
4. Miscellaneous.
(a) All of the representations, warranties, covenants and agreements
contained in the Purchase Agreement with respect to the Acquired Assets being
sold, conveyed, assigned, transferred and delivered hereby shall survive the
delivery of this Xxxx of Sale and Assignment and the Closing of the transactions
referred to in the Purchase Agreement to the extent set forth in the Purchase
Agreement.
(b) This instrument is being delivered pursuant to the Purchase
Agreement and shall be construed consistently therewith. This instrument is not
intended to, and does not, in any manner
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in any manner diminish or modify the rights and obligations of the parties to
the Purchase Agreement.
(c) This instrument shall be governed by and construed in accordance
with the laws of the State of Delaware without reference to the choice of law
principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered as of the day and year first above written.
SELLER:
SIERRA TUCSON, INC., a Delaware
corporation
By /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Authorized Representative
PURCHASER:
SOFTEN REALTY, L.L.C., a Delaware
limited liability company
By: NEXTHEALTH, INC., a
Delaware corporation,
Manager
By /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Authorized Representative
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