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AGREEMENT OF SALE
dated August __, 1996
between
Parkside Physical Therapy Services, P.C.
Seller
and
New Medical Practice, P.C.
Purchaser
===========================================
AGREEMENT OF SALE
AGREEMENT OF SALE, made August __, 1996, among Parkside Physical Therapy
Services, P.C., a New York corporation, having an address at 000 Xxxx 000xx
Xxxxxx, Xxx Xxxx, XX ("Seller"), Xxxx Xxxxxxxx, having an address at 0 Xxxxxxx
Xxxx Xxxx, Xxxxxxxx, XX 00000 ("Shareholder"), and New Medical Practice, P.C., a
New York professional corporation, having an address at 0 Xxxxxxx Xxxxx, Xxxxx
000, Xxxxx Xxxxxx, XX 00000 ("Purchaser").
W I T N E S S E T H:
WHEREAS, Purchaser desires to acquire, and Seller desires to sell, the assets of
the business known as Parkside Physical Therapy Services, P.C. hereinafter
specified, upon the terms and conditions hereinafter set forth, and
WHEREAS, Shareholder is the shareholder of Seller.
NOW, THEREFORE, in consideration of the covenants and agreements hereafter set
forth, and other valuable consideration, the receipt and sufficiency of which
hereby is acknowledged, the parties hereto agree as follows:
1. Agreement To Sell. Seller agrees to sell, transfer and deliver to Purchaser,
and Purchaser agrees to purchase, upon the terms and conditions hereinafter set
forth, all of the assets of the business known as Parkside Physical Therapy
Services, P.C. (the "Assets"), including without limitation the following:
(a) the equipment, name, patient files and general assets described in
Exhibit A-1 hereto and all similar equipment acquired or owned by the
business on or before the closing date (the "General Assets");
(b) the furniture, fixtures and improvements described in Exhibit A-2
hereto and all similar items acquired or owned by the business on or
before the closing date (the "Improvements");
(c) the lease described in Exhibit A-3 hereto (the "Lease");
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(d) the equipment leases, contracts and agreements described in Exhibit
A-4 hereto (the "Contracts");
(e) the Provider Agreements described and attached in Exhibit A-5
hereto (the "Provider Agreements");
(f) the bank accounts, lines of credit and safe deposit boxes,
including a list of the persons authorized to access the bank accounts
and safe deposit boxes, described in Exhibit A-6 hereto (the "Bank
accounts and Boxes").
(g) the accounts receivable listed in Exhibit A-7 hereto (the "Accounts
Receivable").
Notwithstanding anything to the contrary contained herein, there shall be
excluded from the Assets, all cash on hand and in Seller's bank accounts.
2. Purchase Price. The purchase price to be paid by Purchaser is Two Hundred
Fifty Thousand Dollars ($250,000.00), payable as follows:
(a) Two Hundred Fifty Thousand Dollars ($250,000.00) at the closing.
3. The Closing. The "closing" means the settlement of the obligations of Seller
and Purchaser to each other under this agreement, including the payment of the
purchase price to Seller as provided in Article 2 hereof and the delivery of the
closing documents provided for in Article 4 hereof. The closing shall be held at
the offices of Xxxxxx X. Xxxxxxx, P.C., 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, and
shall take place within thirty (30) days of completion of Purchaser's audit,
(the "closing date"), but in no event later than September 30, 1996.
4. Closing Documents. At the closing Seller shall execute and deliver to
Purchaser:
(a) a Xxxx of Sale
(b) an Assignment of the rights of the lessee under the Lease,
substantially in the form of Exhibit C hereto
(c) certified copies of resolutions duly adopted by the Board of
Directors and shareholder of Seller authorizing the sale of the Assets
and the performance by Seller of its obligations hereunder
(d) an opinion of Seller's counsel, Xxxxx Xxxxxx, Esq. dated as of the
closing date, in form and substance satisfactory to Purchaser's
counsel, stating such counsel's opinion that: (i) Seller is a
corporation duly organized, validly existing and in good standing under
the laws of New York; (ii) Seller has full power and authority,
corporate and otherwise, to enter into this agreement and perform its
obligations hereunder; (iii) the execution and delivery of this
agreement and the performance by Seller of its obligations hereunder
have been duly authorized by the Board of Directors and shareholder of
Seller and no further action or approval is required in order to
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constitute this agreement as the binding obligation of Seller,
enforceable in accordance with its terms, except as enforceability may
be limited by bankruptcy, moratorium, insolvency or other laws
affecting creditor's rights generally; (iv) the execution and delivery
of this agreement and the performance by Seller of its obligations
hereunder do not and will not violate any provision of the Certificate
of Incorporation or Bylaws of Seller; and (v) except as may be set
forth in this agreement, such counsel is not representing Seller in any
suit, action or proceeding against Seller which, if adversely
determined, would prohibit the consummation of the transactions
contemplated by this agreement
(e) Restrictive Covenant as enumerated in Article Ten (10).
(f) such other instruments and information in form and substance
satisfactory to Purchaser's attorneys as may be necessary or proper to
transfer to Purchaser good and marketable title to all other ownership
interests in the Assets to be transferred under this agreement.
At the closing Seller shall deliver to Purchaser all keys for the business. If
any keys for the business or assets are held by employees or others, Seller
shall identify such individuals, their addresses and their relationship to the
Seller. Seller shall do all further acts and things as may be necessary, or
reasonably requested by Purchaser, to consummate the transactions contemplated
by this agreement, including the acquisition of possession of the Assets. Seller
shall advise Purchaser of, and cause to be delivered to Purchaser, all trade
secrets and proprietary information pertaining to the assets of the business.
After the closing, Seller shall make available to Purchaser, at reasonable times
upon reasonable notice, access to all books and records of Seller relating to
the Assets; however, such books and records shall remain the property of Seller.
At the closing Purchaser shall execute and deliver to Seller:
(a) an Assumption of the obligations of the lessee under the Lease,
substantially in the form of Exhibit C hereto
Except as expressly provided herein, Purchaser shall not be obligated to pay or
perform any obligations or liabilities of Seller including without limitation
obligations or liabilities of Seller to its creditors or any legal, accounting,
brokerage or finder's fees or any taxes or other expenses in connection with
this agreement or the consummation of the transactions contemplated hereby.
5. Closing Adjustments. The following items shall be apportioned as of midnight
of the day preceding the closing date:
(a) rent, including any additional rent, under the Lease
(b) taxes and applicable common charges under the lease
(c) water and sewer charges
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(d) utilities, as applicable
(e) employee salaries and benefits
Any errors or omissions in computing apportionments shall be corrected after the
closing, with both parties fully cooperating.
6. Waiver Of Bulk Transfer Requirements. Purchaser, at the request of Seller,
hereby waives compliance with the bulk transfer provisions of the Uniform
Commercial Code which may be applicable to this transaction. Seller agrees to
pay and to indemnify Purchaser against all claims made by the creditors of
Seller, other than the Existing Indebtedness to which this sale is subject.
At the closing, Seller shall deposit with the Escrow Agent hereinafter
identified the sum of $5,000.00 to be held in escrow as security for the payment
of any and all liabilities due the State of New York or any other governmental
authority for sales taxes. Said sum shall be released from escrow and delivered
to Seller at such time as a receipt or receipts evidencing payment of said
liabilities of Seller, or appropriate releases, are delivered to Purchaser.
7. Representations And Warranties Of Seller. Seller represents and warrants to
Purchaser as follows:
(a) Seller is a corporation duly organized and validly existing under
the laws of New York, and is duly qualified to do business in New York.
Seller has full power and authority to own its properties and to
conduct its business as now carried on, and to carry out and perform
its undertakings and obligations as provided herein. The execution and
delivery by Seller of this agreement and the consummation of the
transactions contemplated herein have been duly authorized by the Board
of Directors of Seller and will not conflict with or breach any
provision of the Certificate of Incorporation or Bylaws of Seller, and
do not and will not conflict with or result in any breach of any
condition or provision of, or constitute a default under, or result in
the creation or imposition of any lien, charge or encumbrance upon the
Assets by reason of the provisions of any contract, lien, lease,
agreement, instrument or judgment to which Seller is a party, or which
is or purports to be binding upon Seller or which affects or purports
to affect the Assets. No further action or approval, corporate or
otherwise, is required in order to constitute this agreement the
binding and enforceable obligation of Seller.
(b) No action, approval, consent or authorization, including without
limitation any action, approval, consent or authorization of any
governmental or quasi-governmental agency, commission, board, bureau or
instrumentality, is necessary for Seller to constitute this agreement
the binding and enforceable obligation of Seller or to consummate the
transactions contemplated hereby.
(c) Seller is the owner of and has good and marketable title to the
Assets, free of all liens, claims and encumbrances, except as set forth
herein.
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(d) There are no violations, potential claims of violations or
questions of irregularity regarding any law or governmental rule or
regulation pending or, to the best of Seller's knowledge, threatened
against Seller or the Assets. Seller has complied with all laws and
governmental rules and regulations applicable to the business or the
Assets. Seller has duly notified all insurance carriers or third party
payors of any suspected or known claims or potential claims which may
be asserted against Seller or the Assets.
(e) There are no judgments, liens, suits, actions or proceedings
pending or, to the best of Seller's knowledge, threatened against
Seller or the Assets. Neither Seller nor the Assets are a party to,
subject to or bound by any agreement or any judgment or decree of any
court, governmental body or arbitrator which would conflict with or be
breached by the execution, delivery or performance of this agreement,
or which could prevent the carrying out of the transactions provided
for in this agreement, or which could prevent the use by Purchaser of
the Assets or adversely affect the conduct of the business by
Purchaser.
(f) Seller has not entered into, and the Assets are not subject to,
any: (i) written contract or agreement for the employment of any
employee of the business; (ii) contract with any labor union or guild;
(iii) pension, profit-sharing, retirement, bonus, insurance, or similar
plan with respect to any employee of the business; or (iv) similar
contract or agreement affecting or relating to the Assets.
(g) At the time of the closing, there will be no (secured or unsecured)
creditors of Seller, other than the holders of the Existing
Indebtedness, Exhibit B and other than the general business creditors
and equipment lessors as listed in Exhibit A-4 attached hereto. Except
as set forth herein, Seller and Shareholder shall be liable for all
obligations of Seller which are incurred prior to the closing date.
(h) The Lease is in full force and effect and without any default by
Seller thereunder. All copies of the Lease provided by Seller to
Purchaser are true and complete copies of the original Lease.
The lease may be assigned to Purchaser.
(i) Identified Contracts and Equipment Leases are in full force and
effect and without any default by Seller thereunder. All copies of the
Contracts and Leases provided by Seller to Purchaser are true and
complete copies of the original Contracts. Seller is not indebted under
any executory Contracts or Leases, except as may be set forth in
Exhibit A-4 hereto.
(j) Any and all Provider Agreements are in full force and effect. True
and complete copies of such Agreements are attached hereto as Exhibit
A-5.
(k) Seller has filed each tax return, including without limitation all
income, excise, property, gain, sales, franchise and license tax
returns, required to be filed by Seller prior to the date hereof. Each
such return is true, complete and correct, and Seller has paid all
taxes, assessments and charges of any governmental authority required
to be paid by it and has created reserves or made provision for all
taxes accrued but not yet payable. No
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government is now asserting, or to Seller's knowledge threatening to
assert, any deficiency or assessment for additional taxes or any
interest, penalties or fines with respect to Seller. Seller's federal
tax identification number is _________________. Seller and Shareholder
shall hold Purchaser harmless and indemnify Purchaser against all
claims for taxes due from and owed by Seller or Shareholder.
(l) The attached financial statements in Exhibit D are true and
accurate. The financial statements fairly and correctly present the
financial position of the Seller and will so represent such as of the
date of closing.
At the closing Seller shall execute and deliver an affidavit setting forth the
above representations as of the date of the closing.
8. Representations And Warranties Of Purchaser. Purchaser represents and
warrants to Seller as follows:
(a) Purchaser is a corporation organized under the laws of New York,
and is duly qualified to do business in New York. Purchaser has full
power and authority to carry out and perform its undertakings and
obligations as provided herein. The execution and delivery by Purchaser
of this agreement and the consummation of the transactions contemplated
herein have been duly authorized by the Board of Directors of Purchaser
and will not conflict with or breach any provision of the Certificate
of Incorporation or Bylaws of Purchaser. No further action or approval,
corporate or otherwise, is required in order to constitute this
agreement the binding and enforceable obligation of Purchaser.
(b) No action, approval, consent or authorization, including without
limitation any action, approval, consent or authorization of any
governmental or quasi-governmental agency, commission, board, bureau or
instrumentality, is necessary for Purchaser to constitute this
agreement the binding and enforceable obligation of Purchaser or to
consummate the transactions contemplated hereby.
9. Conditions To Closing. The obligations of Purchaser to close hereunder are
subject to the following conditions:
(a) All of the terms, covenants and conditions to be complied with or
performed by Seller under this agreement on or before the closing shall
have been complied with or performed in all material respects.
(b) All representations or warranties of Seller herein are true in all
material respects as of the closing date. Such representations and
warranties shall also survive closing.
(c) Satisfactory results of financial audit.
(d) All assets are in good working order, as applicable.
(e) On the closing date, there shall be no liens or encumbrances
against the Assets, except as provided for herein.
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(f) The business of the Seller will have been conducted only in the
ordinary course of business. No contracts or purchase agreements/orders
will have been entered into, other than in the ordinary course of
business. No expenditures or credit purchases will be made by Seller,
other than in the ordinary course of business.
(g) Seller, Shareholder and their representatives and advisors will
supply, upon request by Purchaser and its representatives, such
pertinent information as may be required by Purchaser in order to
conduct its due diligence survey of Seller. It is agreed that any
documents or information provided hereunder shall be kept in full and
complete confidence
Seller promptly shall notify the lessor under the Lease (the "Lessor") of the
proposed assignment of the Lease to Purchaser, and shall request the consent of
the Lessor thereto. Seller and Purchaser shall furnish to the Lessor such
information as may reasonably be required in connection with the procuring of
such consent, and shall otherwise cooperate in an effort to expeditiously
procure such consent. Purchaser agrees to pay to the Lessor an amount of up to
$4,012.50 in consideration for the consent of Lessor to the assignment of the
Lease to Purchaser. If the Lessor shall fail or refuse to grant such consent in
writing within thirty days after the date of this agreement (the "Outside
Date"), or shall require as a condition of the granting of such consent that
additional consideration be paid to the Lessor (in excess of the aforesaid
$4,012.50 to be paid by Purchaser) which neither Seller nor Purchaser is willing
to pay, then Purchaser may terminate this agreement, by written notice to the
other delivered within ten days after the Outside Date.
If this agreement is terminated as provided above in this Article 9, Seller
shall return any payments made by Purchaser on account of the purchase price,
whereupon all rights of Purchaser hereunder and to the business shall terminate,
and neither Seller nor Purchaser shall have any further claim against the other
hereunder.
10. Restrictive Covenant Not to Compete. Seller and Shareholder will not, for a
period of four (4) years from the date of closing, either directly or indirectly
engage in the practice of physical therapy or related services, within lower
Westchester County, NY (up to and including latitude of White Plains, NY),
Fairfield County, CT and within a ten (10) mile radius of Seller's current
address at 000 Xxxx 000xx Xxxxxx, Xxx Xxxx, XX 00000. Seller and Shareholder
shall execute at closing, such documents as will evidence this surviving
provision.
11. Indemnification. Each party hereto, including Shareholder, shall indemnify
and hold the other parties harmless from and against all liability, claim, loss,
damage or expense, including reasonable attorneys' fees, incurred or required to
be paid by such other parties by reason of any breach or failure of observance
or performance of any representation, warranty, covenant or other provision
(including lists and Exhibits) of this agreement by such party. Seller shall
indemnify and hold Purchaser harmless against all actions, suits, proceedings,
judgments, costs and expenses incurred by or levied against Purchaser, due to
Seller's or Shareholder's prior acts, omissions, negligence or other wrongful
conduct.
12. Risk Of Loss. The risk of loss to the assets of the business sold hereunder,
until the closing, is assumed and shall be borne by Seller. Seller agrees to
keep all of its assets fully insured against any
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loss, either by fire, theft or casualty, to the date of closing. In the event
that prior to closing, such Assets are totally or substantially damaged by
reason of fire, theft or casualty, Purchaser may, in its sole discretion,
terminate the within transaction. In such case, all money heretofore deposited
with Seller or Seller's representative shall be refunded to Purchaser and the
parties shall be released from any further liability hereunder. If the Purchaser
elects to consummate this transaction despite such loss or damage, it may do so
by paying the purchase price set forth herein, reduced by any insurance proceeds
received by Seller.
13. Escrow Conditions. At the closing, Seller is to deliver to Xxxxx Xxxxxx,
Attorney at Law, having an address at 00 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000
("Escrow Agent"), the sum of $5,000.00 to be held in escrow as security for the
payment of certain liabilities of Seller, as provided in Article Six (6) above.
Escrow Agent shall hold the foregoing $5,000.00 in accordance with this
agreement, or a joint instruction signed by Seller and Purchaser, or separate
instructions of like tenor signed by Seller and Purchaser, or a final judgment
of a court of competent jurisdiction.
14. Brokerage. The parties hereto represent and warrant to each other that they
have not dealt with any broker or finder in connection with this agreement other
than the broker, American Health Resources, LLC with offices at 00000 Xxxxxx
Xxxx Xxxxxx, Xxxxx X00, Xxxxx Xxxxx Xxxxx, XX 00000 (the "broker"). The
Purchaser shall be solely responsible for and shall pay at closing all
commission, fees, expenses and charges due or owing to the Broker in connection
with this transaction, pursuant to a separate agreement between the Purchaser
and Broker. Purchaser and Seller shall indemnify, defend and hold each other
harmless from and against any loss, cost, expense, claim or liability
(including, without limitation, reasonable attorney's fees) arising under or in
respect of any claim by any person or entity for any commission, fee or expense
in respect of the transaction contemplated by this Agreement, where such claim
is based in whole or in part upon any act of the indemnifying party or its
representatives. The provisions of this Article shall survive the expiration,
termination or cancellation of this Agreement, but shall not be construed as a
covenant for the benefit of any third party.
15. The Shareholder. Shareholder hereby confirms all of the representations and
warranties of Seller, and agrees to indemnify and hold Purchaser harmless from
and against misrepresentation or breach of any warranty by Seller, or any breach
or failure by Seller to comply with any term, covenant or condition of this
agreement, as fully as if Shareholder was the Seller herein. Shareholder
represents and warrants that he is the shareholder of Seller, and that he has
full power and authority to carry out and perform his undertakings and
obligations as provided herein. Shareholder agrees as aforesaid to induce
Purchaser to enter into this agreement. No action or inaction of Seller or
Purchaser, including the giving of notices, shall affect, change or discharge
the obligations of the Purchaser's Guarantor hereunder.
16. Notices. All notices, demands and other communications required or permitted
to be given hereunder shall be in writing and shall be deemed to have been
properly given if delivered by hand or by registered or certified mail, return
receipt requested, with postage prepaid, to Seller's attorney, Xxxxx Xxxxxx,
Esq. at 00 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000, and to Purchaser's attorney,
Xxxxxxxxx X. Xxxx,
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Esq., at 00 Xxxxxx Xxxxxx, Xxxxxxxxxx Xxxxx, XX 00000. The respective attorneys
for the parties hereby are authorized to give any notice required or permitted
hereunder and to agree to adjournments of the closing.
17. Survival. The representations, warranties and covenant contained herein or
in any document, instrument, certificate or schedule furnished in connection
herewith shall survive the delivery of the Xxxx of Sale and shall continue in
full force and effect after the closing, except to the extent waived in writing.
18. Further Assurances. In connection with the transactions contemplated by this
agreement, the parties agree to execute and deliver such further instruments,
and to take such further actions, as may be reasonably necessary or proper to
effectuate and carry out the transactions contemplated in this agreement.
19. Changes Must Be In Writing. No delay or omission by either Seller or
Purchaser in exercising any right shall operate as a waiver of such right or any
other right. This agreement may not be altered, amended, changed, modified,
waived or terminated in any respect or particular unless the same shall be in
writing signed by the party to be bound. No waiver by any party of any breach
hereunder shall be deemed a waiver of any other or subsequent breach.
20. Captions And Exhibits. The captions in this agreement are for convenience
only and are not to be considered in construing this agreement. The Exhibits
annexed to this agreement are an integral part of this agreement, and where
there is any reference to this agreement it shall be deemed to include said
Exhibits.
21. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of New York.
22. Binding Effect. This agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
23. Cancellation. Purchaser reserves the right to cancel this Agreement, without
penalty, if any negative disclosure is discovered regarding Seller or its
Assets, which would materially affect the value of Seller's Assets.
24. Confidentiality. Each party acknowledges and agrees that any information or
data it has acquired from the other party, not otherwise properly in the public
domain, was received in confidence. Each party hereto agrees not to divulge,
communicate or disclose, except as may be required by law or for the performance
of this Agreement (including conducting due diligence or notifying a party's
lender), or use to the detriment of the disclosing party or for the benefit of
any other person or persons, or misuse in any way, any confidential information
of the disclosing party concerning the subject matter hereof, including any
trade or business secrets of the disclosing party and any technical or business
materials that are treated by the disclosing party as confidential or
proprietary, including without limitation information (whether in written, oral
or machine readable form) concerning: general business operations: methods of
doing business, servicing clients, client
9
relations, and of pricing and making charge for services and products; financial
information, including costs, profits and sales; marketing strategies; business
forms developed by or for the disclosing party; names of suppliers, personnel,
clients and potential clients; negotiations or other business contacts with
suppliers, personnel, clients and potential clients; form and content of bids,
proposals and contracts; the disclosing party's internal reporting methods;
technical and business data and documentation; software programs, however
embodied; diagnostic techniques; and information obtained by or given to the
disclosing party about or belonging to third parties.
IN WITNESS WHEREOF, the parties have executed this agreement the date first
above written.
By_________________________
Xxxx Xxxxxxxx
PARKSIDE PHYSICAL THERAPY SERVICES, P.C.
ATTEST:
By ________________________
President
By ____________________
Secretary
NEW MEDICAL PRACTICE, P.C.
ATTEST:
By ________________________
President
By ____________________
Secretary
Xxxxx Xxxxxx, Attorney at Law, hereby executes this agreement for the sole
purpose of agreeing to serve as Escrow Agent in accordance with the provisions
of Article 13 of this agreement.
-------------------------------
Xxxxx Xxxxxx, Attorney at Law
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STATE OF NEW YORK, COUNTY OF , SS.:
On the day of August, 1996, before me personally came
, to me known, who being duly sworn, did depose
and say that he resides at
; that he is the President of Parkside Physical
Therapy Services, P.C., the corporation described in and which executed the
foregoing Agreement of Sale; and that he signed his name thereto by the order of
the board of directors of the said corporation.
-------------------------------
Notary Public
My commission expires on
STATE OF NEW YORK, COUNTY OF , SS.:
On the day of August, 1996, before me personally came Xxxx Xxxxxxxx, to
me known to be the individual described in and who executed the foregoing
Agreement of Sale, and acknowledged that he executed said Agreement of Sale.
-------------------------------
Notary Public
My commission expires on
STATE OF NEW YORK, COUNTY OF , SS.:
On the day of August, 1996, before me personally came
, to me known, who being duly sworn, did depose
and say that he resides at
; that he is the President of New Medical
Practice, P.C., the corporation described in and which executed the foregoing
Agreement of Sale; and that he signed his name thereto by the order of the board
of directors of the said corporation.
-------------------------------
Notary Public
My commission expires on
EXHIBIT A-1
Equipment and General Assets
EXHIBIT A-2
Improvements
EXHIBIT A-3
The Lease
EXHIBIT A-4
Contracts and Equipment Leases
Indebtedness under executory contracts or leases:
EXHIBIT A-5
Provider Agreements
EXHIBIT A-6
Bank Accounts, Safe Deposit Boxes, Lines of Credit and
Persons Authorized to Access Each
EXHIBIT A-7
Accounts Receivable
EXHIBIT B
Existing Indebtedness, Collateral, Copies of Security Agreements
===========================================
ASSIGNMENT OF LEASE
dated August ___, 1996
from
Parkside Physical Therapy Services, P.C.
Seller
to
New Medical Practice, P.C.
Purchaser
===========================================
EXHIBIT C
ASSIGNMENT OF LEASE
KNOW THAT, for valuable consideration, Parkside Physical Therapy
Services, P.C., a New York corporation, having an address at 00 Xxxx 00xx
Xxxxxx, Xxx Xxxx, XX 00000 ("Assignor") hereby assigns unto New Medical
Practice, P.C., a New York professional corporation, having an address at 0
Xxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxxxxx, XX 00000 ("Assignee") all right, title
and interest of Assignor as lessee under the following lease:
Whitehall Apartment Company to Parkside Physical Therapy Services
Dated November 22, 1994.
TO HAVE AND TO HOLD said lease unto Assignee and the heirs, executors,
administrators, successors and assigns of Assignee from and after the date
hereof, for the rest of the term of said lease, as the same may be modified or
extended.
Assignee hereby assumes and agrees to perform, from and after the date
hereof, all of the terms, covenants and conditions of said lease to be performed
by the lessee thereunder.
IN WITNESS WHEREOF, Assignor and Assignee have duly executed this
assignment and assumption on August ___, 1996.
PARKSIDE PHYSICAL THERAPY SERVICES, P.C.
ATTEST:
By ________________________
President
By ____________________
Secretary
NEW MEDICAL PRACTICE, P.C.
ATTEST:
By ________________________
President
By ____________________
Secretary
STATE OF NEW YORK, COUNTY OF , SS.:
On the day of August, 1996, before me personally came
, to me known, who being duly sworn, did depose
and say that he resides at
; that he is the President of Parkside Physical
Therapy Services, P.C., the corporation described in and which executed the
foregoing instrument; and that he signed his name thereto by the order of the
board of directors of the said corporation.
-------------------------------
Notary Public
My commission expires on
STATE OF NEW YORK, COUNTY OF , SS.:
On the day of August, 1996, before me personally came
, to me known, who being duly sworn, did depose
and say that he resides at
; that he is the President of New Medical
Practice, P.C., the corporation described in and which executed the foregoing
instrument; and that he signed his name thereto by the order of the board of
directors of the said corporation.
-------------------------------
Notary Public
My commission expires on
The undersigned, as lessor under the lease described in the foregoing
assignment of lease, hereby consents to said assignment of the lease.
-------------------------------
Whitehall Apartment Company
EXHIBIT D
FINANCIAL STATEMENTS
