[LEGEND] Exhibit 10.1 to Form 8-K dated 12/28/95
FINAL AGREEMENT
RELATING TO
FIRST HILL DIAGNOSTIC IMAGING CENTER
This agreement ("Agreement") is made effective as of
November 30, 1995, and by and among Medical Imaging Partners,
L.P. ("MIP"), Liberty Equipment Investors - 1983 ("Liberty"),
Digital Diagnostics, Inc. ("Digital"), Imaging Services, Inc.
("ISI") (collectively, the "Venturers," and each individually, a
"Venturer"), and 2001 Management Associates, Inc. ("Manager").
(The Venturers and Manager are sometimes individually referred to
as a "Party" and collectively referred to herein as the
"Parties.")
1. Introduction. Each of the Venturers is a party to that
certain Amended and Restated Joint Venture Agreement dated as of
May 31, 1988 (the "Joint Venture Agreement"), with respect to
First Hill Diagnostic Imaging Center (the "Venture"). Pursuant
to that certain Management Agreement dated as of May 31, 1988, by
and between Manager and the Venture, the Manager was engaged to
manage the Venture. Pursuant to that certain agreement, dated as
of April 28, 1995 ("Termination Agreement"), the Ventures agreed
to accomplish the termination of the Venture in accordance with
the terms of the Joint Venture Agreement. The actions taken to
accomplish such objective are described in that certain
Memorandum to the Venturers from the Manager, dated November 27,
1995, attached hereto as Exhibit A, including all attachments
referenced therein (Termination Summary Memorandum"). The
purpose of this Agreement is to (i) evidence the agreement of the
Venturers to the final distributions by the Venture, (ii)
authorize the payment by the Venture to the Manager of the
management bonus, and (iii) set forth certain representations of
the parties, as further set forth herein.
2. Agreement to Final Distributions. Each Venturer hereby
agrees and directs the Manager to distribute the remaining funds
of the Venture as set for the in Attachment 8 to the Termination
Summary Memorandum, effective upon the full execution of this
Agreement, irrespective of the fact that the distributions to the
Venturers are not in accordance with the provisions of the Joint
Venture Agreement.
3.
Payment of the Management Bonus. Each Venturer hereby
agrees that a management bonus shall be paid, effective upon the
full execution of this Agreement, to the Manager, in the amount
set forth in Attachment 9 to the Termination Summary Memorandum.
4. Payment of State and Local Taxes.
(a) Each Venturer hereby represents and warrants to
the other Venturers that it has paid any and all state and local
taxes payable by such Venturer with respect to property used by
the Venture in connection with the operation of the Venture's
business, and agrees to indemnify and hold the other Venturers
harmless from and pay and reimburse the other Venturers for any
and all liabilities, damages, costs and expenses, which are
suffered or incurred, including reasonable attorneys' fees,
arising as a result of the nonpayment of any such state and local
taxes.
(b) Manager hereby represents and warrants to the
Venturers, and each of them, that to the best of its knowledge,
that it has made all state and local tax filings and paid on
behalf of the Venture, out of Venture funds, all sate and local
tax payments with respect to the operations of the Venture's
business.
5. No Default by Manager; Further Assurances. Manager
represents, warrants and covenants to the Venturers, and each of
them, that (i) Manager is not in default of any of its
obligations to the Venture or the Venturers under the Management
Agreement, and (ii) Manager will take all necessary and
appropriate actions to complete the duties and activities by or
on behalf of the Venture as set forth in the Termination Summary
Memorandum.
6. Final Termination of the Venture. Each party understands
and agrees that the Venture has terminated and upon execution of
this Agreement, the Venture shall be dissolved and wound up in
accordance with the laws of the State of Washington and any other
laws applicable thereto. Each of the parties hereto agrees to
prepare, execute and file such further documents and to take such
further actions as may be necessary or reasonably required in
order to effectuate the dissolution, termination, liquidation and
winding up of the Venture and to otherwise fully effectuate the
terms of this Agreement.
7. Miscellaneous.
(a) This agreement is the complete and final
expression of the Parties with respect to the subject matter
hereof. All prior discussions and agreements are merged herein
and superseded hereby.
(b) By the execution of this Agreement, the Parties
have not created any rights or obligations to any third party.
(c) Each Party warrants that the person signing this
Agreement has authority to sign and bind the Party.
(d) The representations and warranties provided in
this Agreement shall survive the execution and performance of
this Agreement.
(e) This Agreement may be executed in counterparts or
in any number of duplicate originals. Facsimile signatures shall
be acceptable as originals. Each counterpart shall be regarded
for all purposes as a complete agreement, and all counterparts
and duplicate originals shall constitute one and the same
instrument.
(f) This Agreement and all rights and obligations
hereunder, including matters of construction, validity and
performance, shall be governed by and construed in accordance
with the laws of the State of Washington.
EXECUTED as of the set forth above.
MEDICAL IMAGING PARTNERS, L.P. DIGITAL DIAGNOSTICS INC.
By ________________________ By ________________________
General Partner Its ________________________
By ________________________ 2001 MANAGEMENT ASSOCIATES,
INC.
By ________________________
Its ________________________ Its ________________________
LIBERTY EQUIPMENT INVESTORS- IMAGING SERVICES, INC.
1983
By Maiden Lane Partners, By ________________________
Inc.,
General Partner Its ________________________
By ________________________
Its ________________________
