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AGREEMENT OF SALE
dated August __, 1996
between
Orthopedic & Sports Therapy Services of Queens, L.P. and
Parkside of Queens, Inc.,
Sellers
and
Oak Tree Medical Management, Inc.,
Purchaser
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AGREEMENT OF SALE
AGREEMENT OF SALE, made August __, 1996, among Orthopedic & Sports Therapy
Services of Queens Limited Partnership, a Virginia Limited Partnership (the
"L.P."), having an address at 000 Xxxx 000xx Xxxxxx, Xxx Xxxx, XX, Parkside of
Queens, Inc., having an address at 000 Xxxx 000xx Xxxxxx, Xxx Xxxx, XX ("General
Partner") Xxxx Xxxxxxxx, having an address at 0 Xxxxxxx Xxxx Xxxx, Xxxxxxxx, XX
00000 ("Shareholder/Limited Partner"), and Oak Tree Medical Management, Inc., a
New York corporation, having an address at 0 Xxxxxxx Xxxxx Xxxxx 000, Xxxxx
Xxxxxx, XX 00000 ("Purchaser"). The L.P., the General Partner and the Limited
Partner/Shareholder shall collectively be referred to as "Sellers."
W I T N E S S E T H:
WHEREAS, Purchaser desires to acquire, and Sellers desire to sell the stock of
the General Partner, the interests of the General Partner and the Limited
Partner in the L.P., and the assets of the business known as Orthopedic & Sports
Therapy Services of Queens, Limited Partnership, such business managing a
physical therapy practice at 163-03 Xxxxxx Xxxxxxx Expressway, Flushing, New
York, hereinafter specified, upon the terms and conditions hereinafter set
forth, and
WHEREAS, Shareholder is the Limited Partner of L.P. and the stockholder of the
General Partner.
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. Sellers agree to sell, transfer and deliver to Purchaser,
and Purchaser agrees to purchase, upon the terms and conditions hereinafter set
forth, all of the stock of the General Partner, the interests of the General
Partner and the Limited Partner in the L.P., and assets of the business known as
Orthopedic & Sports Therapy Services of Queens, L.P. (the "Stock, Interests and
Assets"), including without limitation the following:
(a) the equipment, patient files, name described in Exhibit A-1 hereto
and all similar equipment and general assets acquired or owned by the
business on or before the closing date (the "General Assetst");
(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 (the "A/R").
Notwithstanding anything to the contrary contained herein, there shall
be excluded from the Assets, all cash on hand and in Sellers' bank
accounts.
2. Purchase Price. The purchase price to be paid by Purchaser is Three Hundred
Twenty Five Thousand Dollars ($325,000.00), payable as follows:
(a) One Hundred Twenty Five Thousand Dollars ($125,000.00) at the
closing. (B) One Hundred Thousand Dollars ($100,000.00) at the closing
by taking title subject to and assuming payment of the Existing
Indebtedness owed to Calusa Financial - Medical, Inc. identified in
Exhibit B hereto in said principal amount, and paying the same
according to the terms thereof. If on the closing date the outstanding
principal balance of the Existing Indebtedness is less than
$100,000.00, the $125,000.00 to be paid at the closing by check
pursuant to clause (a) above, shall be increased by the amount that
such outstanding principal balance shall be less than $100,000.00. IN
NO CASE SHALL PURCHASER BE RESPONSIBLE FOR MORE THAN $100,000.00 OF
THIS DEBT. (c) Twenty four months following closing, ten thousand
(10,000) shares of common stock of Oak Tree Medical Systems, Inc. of
Miami, FL, will be given to Seller. Purchaser guarantees the value to
be worth at least ten dollars ($10) per share, equaling One Hundred
Thousand Dollars ($100,000.00). If in 24 months from closing the stock
is worth less than $10 per share, Purchaser will make up the shortfall,
in cash or stock, at its option, i.e. the value of the 10,000 shares
will equal at least $100,000. If the stock value is higher than $10 per
share, Seller will realize the gain.
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:
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(a) a Xxxx of Sale substantially in the form of Exhibit C hereto
(b) an Assignment of the rights of the lessee under the Lease,
substantially in the form of
Exhibit Chereto
(c) certified copies of resolutions duly adopted by the Limited
Partners and General Partner of Sellers authorizing the sale of the
Assets and Stock and the performance by Sellers of their 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) Sellers are a Limited
Partnership and General Partner duly organized, validly existing and in
good standing under the laws of New York; (ii) Sellers have full power
and authority to enter into this agreement and perform its obligations
hereunder; (iii) the execution and delivery of this agreement and the
performance by Sellers of their obligations hereunder have been duly
authorized by the Limited Partners and General Partner of Sellers and
no further action or approval is required in order to 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 Sellers of their obligations hereunder do not and
will not violate any provision of the Limited Partnership Agreement or
other governing instrument of Sellers; and (v) except as may be set
forth in this agreement, such counsel is not representing Sellers or
Shareholder in any suit, action or proceeding against Sellers 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) Statement executed by Calusa Financial-Medical, Inc. and
Shareholder that Existing Debt identified in Exhibit B herein is
currently paid, to date of closing. Statement shall also note that any
payments in arrears have been brought current, to date of closing,
(g) Statements executed by Shareholder/Limited Partner releasing and
indemnifying Purchaser from any and all obligations and liabilities in
excess of the principal of the Existing Debt identified in Exhibit B
herein. A pay-off letter from Calusa Financial-Medical, Inc. shall
state the principal balance due.
(h) 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 Stock and Assets to be
transferred under this agreement.
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At the closing Sellers shall deliver to Purchaser all keys for the business. If
any keys for the business or assets are held by employees or others, Sellers
shall identify such individuals, their addresses and their relationship to the
Sellers. Sellers 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.
Sellers 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, Sellers shall make available to Purchaser, at
reasonable times upon reasonable notice, access to all books and records of
Sellers relating to the Stock and Assets; however, such books and records shall
remain the property of Sellers.
At the closing Purchaser shall execute and deliver to Sellers:
(a) an Assumption of the obligations of the lessee under the Lease,
substantially in the form of Exhibit C hereto
(b) an Assumption of the Existing Indebtedness
Except as expressly provided herein, Purchaser shall not be obligated to pay or
perform any obligations or liabilities of Sellers including without limitation
obligations or liabilities of Sellers 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
(d) utilities, as applicable
(e) employee salaries and benefits
(f) interest on Existing Indebtedness
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.
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At the closing, Seller shall deposit with the Escrow Agent hereinafter
identified the sum of $15,000.00 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 Sellers. Sellers represent and warrant to
Purchaser as follows:
(a) Sellers are a Limited Partnership and General Partner is a
Corporation duly organized, validly existing under the laws of Virginia
and New York, respectively, and is duly qualified to do business in New
York. Sellers have 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 Sellers of this agreement and the consummation of the
transactions contemplated herein have been duly authorized by the
Limited Partners and General Partner of Sellers and will not conflict
with or breach any provision of the Limited Partnership Agreement or
other governing instrument of Sellers, 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 Stock or Assets by reason of
the provisions of any contract, lien, lease, agreement, instrument or
judgment to which Sellers are a party, or which is or purports to be
binding upon Sellers or which affects or purports to affect the Assets.
No further action or approval is required in order to constitute this
agreement the binding and enforceable obligation of Sellers.
(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 Sellers to constitute this agreement
the binding and enforceable obligation of Sellers or to consummate the
transactions contemplated hereby.
(c) Sellers are the owners of and haves good and marketable title to
the Stock and Assets, free of all liens, claims and encumbrances,
except as set forth herein.
(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 Sellers' knowledge, threatened
against Sellers or the Assets. Sellers have complied with all laws and
governmental rules and regulations applicable to the business or the
Assets. Sellers and Shareholder have duly notified all insurance
carriers or third party payors of any suspected or known claims or
potential claims which may be asserted against Sellers or the Assets.
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(e) There are no judgments, liens, suits, actions or proceedings
pending or, to the best of Sellers' 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) Sellers have 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 Sellers, other than the holders of the Existing
Indebtedness, Exhibit B. Such payments on the Existing Indebtedness are
current and no payments are in arrears. The general business creditors
and equipment lessors are listed in Exhibit A-4 attached hereto. Except
as set forth herein, Shareholder shall be liable for all obligations of
Sellers which are incurred prior to the closing date.
(h) The Lease is in full force and effect and without any default by
Sellers thereunder. All copies of the Lease provided by Sellers 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 Sellers thereunder. All copies of the
Contracts and Leases provided by Sellers 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) Sellers and all its Partners and Stockholder have filed each tax
return, including without limitation all income, excise, property,
gain, sales, franchise and license tax returns, required to be filed by
Sellers and all Partners and Stockholder prior to the date hereof. Each
such return is true, complete and correct, and Sellersand all its
Partners and Stockholder have paid all taxes, assessments and charges
of any governmental authority required to be paid by it and have
created reserves or made provision for all taxes accrued but not yet
payable. No government is now asserting, or to Sellers' knowledge
threatening to assert, any deficiency or assessment for additional
taxes or any interest, penalties or fines with respect to Sellers or
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Stockholder. Sellers' federal tax identification number are
_________________. Shareholder shall hold Purchaser harmless and
indemnify purchaser against all claims for taxes due from and owed by
sellers 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 Sellers and will so represent such as of the
date of closing.
TAt the closing Sellers 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.
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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 Sellers 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 Sellers 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.
(f) The business of the Sellers 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 Sellers,
other than in the ordinary course of business.
(g) Sellers, 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 Sellers. It is agreed that any
documents or information provided hereunder shall be kept in full and
complete confidence.
(h) All payments in the Existing Indebtedness are current and not in
arrears, to date of closing.
Sellers 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. Sellers 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. 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, which neither Sellers nor
Purchaser are 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, Sellers
shall return any payments made by Purchaser on account of the purchase price,
whereupon all rights of Purchaser hereunder and to the assets shall terminate,
and neither Sellers nor Purchaser shall have any further claim against the other
hereunder.
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10. Restrictive Covenant Not to Compete. Seller and Partner 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 000-00 Xxxxxxx Xxxxxxx Xxxxxxxxxx, Xxxxxxxx, 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. Shareholder
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 Shareholder and Sellers.
Sellers agree to keep all of its assets fully insured against any 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 Sellers or
Sellers' 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 Sellers.
13. Escrow Conditions. At the closing, Sellers are to deliver to Xxxxx Xxxxxx,
Attorney at Law, having an address at 00 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000
("Escrow Agent"), the sum of $15,000.00 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 $15,000.00 in accordance with this
agreement, or a joint instruction signed by Sellers and Purchaser, or separate
instructions of like tenor signed by Sellers 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
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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 Sellers, and agrees to indemnify and hold Purchaser harmless from
and against misrepresentation or breach of any warranty by Sellers, or any
breach or failure by Sellers to comply with any term, covenant or condition of
this agreement.. Shareholder represents and warrants that he is theLimited
Partner of L.P. and the sole Shareholder of General Partner, and that he has
full power and authority to carry out and perform his undertakings and
obligations as provided herein. Shareholderagrees as aforesaid to induce
Purchaser to enter into this agreement. No action or inaction of Shareholder 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, Esq., at 0 Xxxxxxx Xxxxx Xxxxx 000, Xxxxx Xxxxxx, 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.
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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 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.
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IN WITNESS WHEREOF, the parties have executed this agreement the date first
above written.
By_________________________
Xxxx Xxxxxxxx
ORTHOPEDIC & SPORTS THERAPY SERVICES OF QUEENS, L.P.
ATTEST:
By ________________________
General Partner
By ________________________
Managing Limited Partner
PARKSIDE OF QUEENS, INC.
ATTEST:
By ________________________
President
OAK TREE MEDICAL MANAGEMENT, INC.
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
_______________________________________________________________________________
of Orthopedic & Sports Therapy Services of Queens, L.P., the Limited Partnership
and the ______________________________ of Parkside of Queens, Inc. the General
Partner described herein and which executed the foregoing Agreement of Sale; and
that he signed his name thereto by the order of the Limited and General Partners
of the Limited Partnership.
-------------------------------
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 Oak Tree Medical Management, Inc., 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
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EXHIBIT A-1
Equipment and General Assets
15
EXHIBIT A-2
Improvements
16
EXHIBIT A-3
The Lease
17
EXHIBIT A-4
Contracts and Equipment Leases
Indebtedness under executory contracts or leases:
18
EXHIBIT A-5
Provider Agreements
19
EXHIBIT A-6
Bank Accounts, Safe Deposit Boxes, Lines of Credit and
Persons Authorized to Access Each
20
EXHIBIT A-7
ACCOUNTS RECEIVABLE
21
EXHIBIT B
Existing Indebtedness, Collateral, Copies of Security Agreements
22
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ASSIGNMENT OF LEASE
dated August ___, 1996
from
Orthopedic & Sports Therapy Services of Queens, L.P.
Seller
to
Oak Tree Medical Management, Inc.,
Purchaser
===========================================
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EXHIBIT C
ASSIGNMENT OF LEASE
KNOW THAT, for valuable consideration, Orthopedic & Sports Therapy
Services of Queens, L.P., a Virginia Limited Partnership, having an address
at_____________________________ ("Assignor") hereby assigns unto Oak Tree
Medical Management, Inc., a New York 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:
Banle Associates to Orthopedic & Sports Therapy Services of Queens, L.P. Dated
September 14, 1992.
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.
ORTHOPEDIC & SPORTS THERAPY SERVICES OF QUEENS, L.P.
ATTEST:
By ________________________
General Partner
By ____________________
Managing Partner
OAK TREE MEDICAL MANAGEMENT, INC.
ATTEST:
By ________________________
President
By ____________________
Secretary
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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 ______________________ of Orthopedic & Sports Therapy Services of Queens,
L.P., the Limited Partnership described herein and which executed the foregoing
instrument; and that he signed his name thereto by the order of the Limited and
General Partners of the Limited Partnership.
-------------------------------
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 Oak Tree Medical Management, Inc., the corporation
described herein 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.
-------------------------------
Banle Associates
25
EXHIBIT D
FINANCIAL STATEMENTS
26