PURCHASE AGREEMENT
Exhibit
10.01
Execution
Copy
AGREEMENT
made as
of the 14th day of April, 2008 by and between PREMIER
PET IMAGING OF JACKSONVILLE, LLC, a
Florida
limited liability company with offices at 0000 X.X. Xxxx Xxxxx Xxxx., Xxxxx
000,
Xxxx Xxxxx, Xxxxxxx 00000 (“Seller”),
ASCENT
DIAGNOSTIC IMAGING OF JACKSONVILLE, LLC,
a
Florida limited liability company with offices at 0000 X.X. Xxxxx Xxxx., Xxxxx
000, Xxxxxx, Xxxxxxx 00000 (the “Buyer”),
and
THE
SAGEMARK COMPANIES LTD., a
New
York corporation duly qualified to transact business in the State of Florida
and
parent of Seller with offices at 0000 X.X. Xxxx Xxxxx Xxxx., Xxxxx 000, Xxxx
Xxxxx, Xxxxxxx 00000 (“Sagemark”).
For
the limited purposes provided herein, Sagemark shall be a party to this
Agreement.
WITNESSETH:
WHEREAS,
Seller
is the owner and former operator of a diagnostic imaging center located at
0000
Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000 (the “Center”);
WHEREAS,
Seller
discontinued its operations at the Center at the close of business on March
31,
2008 (the “Discontinuance”)
but
now desires to sell certain of the assets located at the Center and described
in
more detail on the exhibit to the Xxxx of Sale attached hereto as Exhibit B
and
made a part hereof (the “Assets”);
WHEREAS,
some of
the Assets include certain imaging and other equipment as well as other assets
on which General Electric Capital Corporation (“GE”)
has a
pre-existing security interest and Sagemark, the parent entity, has financial
and other obligations to GE relative to such imaging and other equipment and
such other assets; and
WHEREAS,
Buyer
wishes to purchase from Seller, and Seller is willing to sell to Buyer, its
aforementioned Assets, all on and subject to the terms and conditions of this
Agreement.
NOW,
THEREFORE,
in
consideration of the mutual covenants, promises, and agreements contained herein
and for other good and valuable consideration, the receipt and sufficiency
of
which is hereby acknowledged, the parties hereto agree as follows:
1. Sale
of the Assets.
1.1. Sale
and Purchase of the Assets.
Upon and
subject to the terms and conditions hereinafter set forth in this Agreement,
Seller hereby agrees to sell, assign and transfer to the Buyer on the Closing
Date (hereinafter defined), and the Buyer hereby agree to purchase from Seller
on the Closing Date, the Assets, for and in consideration of the purchase price
set forth in Section 1.2 hereof. Except as qualified herein relative to the
liens and security interests of GE described herein, Seller agrees to convey
good and marketable title to the Assets as of the date referenced above.
1.2. Purchase
Price for the Assets.
As and
for the purchase price for the Assets (the “Purchase
Price”),
the
Buyer hereby agrees to pay to Seller, the sum of Ten Thousand Dollars
($10,000.00) upon the execution of this Agreement and the Assignment and
Assumption Agreement defined below, by wire transfer to an account designated
by
Seller, in writing, prior to the Closing..
2. Assumption
of Indebtedness and Obligations.
2.1. Cancellation
of Indebtedness.
Seller
will deliver to the Buyer on and subject to the Closing Date, an instrument
in
form and substance reasonably satisfactory to the Buyer (the “Debt
Release Instrument”),
signed
by Seller and Sagemark canceling all indebtedness of the Seller and/or Sagemark
secured by the Assets.
2.2. Equipment
Debt Assumption by Buyer.
On the
Closing Date, the Buyer will obtain and deliver to Seller and Seller and
Sagemark shall execute and deliver the assignment and assumption agreements
in
the form attached as Exhibit “A” and made a part hereof (the “Assignment
and Assumption Agreement”),
pursuant to which all of the outstanding indebtedness of Seller and all
affiliates (including Sagemark) thereof to GE (collectively, the “Equipment
Debt”)
will be
terminated and the Buyer will be assuming new obligations to GE under the
Equipment Debt on and after the Closing Date.
2.3 Assignment
of Sagemark Lease Agreement.
Jacksonville Concourse II, Ltd., a Florida limited partnership (“Landlord”),
and
owner of the premises located at 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxxxx,
Xxxxxxx 00000, constituting approximately 3,740 rentable square feet (the
“Premises”),
and
Sagemark shall execute and deliver to Buyer either an assignment and assumption
agreement or new agreement of lease for the Premises (the “New
Lease Document”),
pursuant to which either Sagemark shall assign to the Buyer all rights, duties,
and obligations of Sagemark under the lease of the Premises with the consent
of
Landlord and Buyer shall assume certain of the rights, duties, and obligations
of Sagemark under said Lease or, alternatively, Landlord will release Sagemark
for obligations under said Lease and enter into a new agreement of lease for
the
Premises.
3. The
Closing.
3.1. Closing.
The
closing of the transactions contemplated by this Agreement (the “Closing”)
shall
take place on April 15, 2008 (the “Closing
Date”),
or on
such later date on which Seller and Buyer may mutually agree in
writing
3.2. Closing
Conditions.
Seller’s
and Buyer’s obligations to consummate the transactions contemplated by this
Agreement on the Closing Date are subject to and conditioned upon the following:
(a) Delivery
to Buyer, in form and substance satisfactory to Buyer, of all of the documents
and instruments referred to in Section 6 hereof; and
2
(b) Delivery
to Seller, in form and substance satisfactory to Seller, of all of the documents
and instruments referred to in Section 7 hereof; and
(c) the
accuracy and completeness, on the Closing Date, of all of Buyer’s and Seller’s
representations and warranties set forth in Sections 4 and 5 hereof;
and
(d) the
execution of the New Lease Documents by Seller, Buyer and the
Landlord.
4. Representations
and Warranties of Seller and Sagemark.
Seller
and Sagemark represent and warrant to Buyer, as follows:
4.1. Organization
and Standing.
Seller
is a limited liability company, validly existing, and in good standing under
the
laws of the State of Florida, with full corporate power and authority to own,
lease and operate its properties and to carry on its business as presently
conducted. Sagemark is a corporation, validly existing, and in good standing
under the laws of the State of New York and qualified to transact business
in
the State of Florida, with full corporate power and authority to own, lease
and
operate its properties and to carry on business as presently
conducted.
4.2. Authority;
Binding Obligation.
Seller
and Sagemark have all requisite power and authority necessary for, and has
taken
all required action with respect to, the authorization, execution, delivery
and
performance of this Agreement and the consummation of the transactions
contemplated hereby, when executed and delivered by Seller and Sagemark, will
constitute valid and legally binding respective obligations of Seller and
Sagemark, enforceable in accordance with its terms, except as the same may
be
limited by bankruptcy, insolvency, reorganization, moratorium, or other laws
affecting generally the enforcement of creditors’ rights and by the effect of
rules governing the availability of equitable remedies.
4.3. No
Conflict.
Seller
and Sagemark have the right, power, legal capacity and authority to enter into
and perform their respective obligations under this Agreement. Neither the
authorization, execution, delivery and performance of this Agreement nor the
consummation of the transactions contemplated hereby will violate any provision
of the Articles of Organization of Seller or any other governance document
of
Seller or Sagemark or violate or be in conflict with or constitute, with or
without the passage of time or the giving of notice, either a default under
any
judgment, order, writ, decree, instrument, document or other agreement to which
Seller is a party or by which it is bound, or an event which will create rights
of acceleration, termination, cancellation, default or loss of rights
thereunder, or result in the creation of any lien, claim, charge or encumbrance
upon the Assets, except as to the lien and security interest created in favor
of
GE pursuant to the Assignment and Assumption Agreement.
4.4. No
Litigation.
Neither
Seller nor Sagemark is subject to any injunction, writ, judgment, order or
decree of any court or governmental or other body which in any way relates
to
this Agreement or the transactions contemplated hereby. Neither Seller nor
Sagemark is a party or otherwise subject to any action, suit or proceeding
in
any way relating to this Agreement or the transactions contemplated hereby
nor,
to the respective best knowledge of Seller and/or Sagemark, is any such action,
suit or proceeding threatened against Seller or Sagemark. There is no action,
suit or proceeding by Seller or Sagemark relating in any way to this Agreement
or the transactions contemplated hereby currently pending or which Seller or
Sagemark intends to initiate.
4.5. Broker’s
or Finder’s Fees.
Neither
Seller nor Sagemark has engaged or dealt with any broker, finder, or other
person or entity who is entitled to any brokerage fee, commission or other
compensation as a result of the execution of this Agreement and/or the
consummation of the transactions contemplated hereby.
4.7. No
Other Representations or Warranties.
Except
as provided in this Section 4 or elsewhere in this Agreement, neither Seller
nor
Sagemark has made any other representation or warranty to Buyer under or in
connection with this Agreement or the transactions contemplated hereby.
5. Representations
and Warranties of Buyer.
Buyer
represents and warrants to Seller
as
follows:
5.1. Organization
and Standing.
The
Buyer is a limited liability company, duly organized, validly existing, and
in
good standing under the laws of the State of Florida with full power and
authority to own, lease, and operate its properties and to carry on its business
as currently conducted.
5.2. Authority;
Binding Obligation.
Buyer
has all requisite power and authority necessary for, and has taken all required
action with respect to, the authorization, execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby,
when executed and delivered by Buyer, will constitute a valid and legally
binding obligation of Buyer, enforceable in accordance with its terms, except
as
the same may be limited by bankruptcy, insolvency, reorganization, moratorium,
or other laws affecting generally the enforcement of creditors‘ rights and by
the effect of rules governing the availability of equitable
remedies.
5.3. No
Conflict.
Buyer
has the right, power, legal capacity and authority to enter into and perform
its
obligations under this Agreement. Neither the authorization, execution, delivery
and performance of this Agreement nor the consummation of any of the
transactions contemplated hereby will violate any provision of the Articles
of
Organization of Buyer or violate or be in conflict with or constitute, with
or
without the passage of time or the giving of notice, either a default under
any
judgment, order, writ, decree, instrument, document or other agreement to which
Buyer is a party or by which it is bound, or an event which will create rights
of acceleration, termination, cancellation, default or loss of rights
thereunder, or result in the creation of any lien, claim, charge or encumbrance
upon the Assets, except as to the lien and security interest described in the
Assignment and Assumption Agreement.
3
5.4. No
Litigation.
Buyer is
not subject to any injunction, writ, judgment, order or decree of any court
or
governmental or other body which in any way relates to this Agreement or the
transactions contemplated hereby. Buyer is not a party or otherwise subject
to
any action, suit, or proceeding in any way relating to this Agreement or the
transactions contemplated hereby nor, to the best knowledge of Buyer, is any
such action, suit, or proceeding threatened against Buyer. There is no action,
suit or proceeding by Buyer relating in any way to this Agreement or the
transactions contemplated hereby currently pending or which Buyer intends to
initiate.
5.5. Broker’s
or Finder’s Fees.
Buyer
has not engaged or dealt with any broker, finder, or other person or entity
who
is entitled to any brokerage fee, commission or other compensation as a result
of the execution of this Agreement and/or the consummation of the transactions
contemplated hereby.
5.7. No
Other Representations or Warranties.
Except
as provided in this Section 5 or elsewhere in this Agreement, Buyer has made
no
other representation or warranty to Seller under or in connection with this
Agreement or the transactions contemplated hereby.
6. Documents
to be Delivered by Seller and/or Sagemark at the
Closing.
Seller
and/or Sagemark will deliver the following documents to Buyer at the
Closing:
6.1 Debt
Release Instrument signed by Seller (in form and substance satisfactory to
the
Buyer).
6.2 Assignment
and Assumption Agreement.
6.3 Xxxx
of
Sale for the Assets in the form attached as Exhibit “B” and made a part hereof.
6.4
The
New
Lease Documents as provided in Section 3.2(d).
6.5 Such
other certificates, documents and instruments required by this Agreement to
be
delivered by Seller, or as Buyer or its counsel may otherwise reasonably
request, consistent with the provisions of this Agreement.
7. Documents
to be Delivered by Buyer at the Closing.
Buyer
will deliver to Seller at Closing:
7.1 Executed
copy of this Agreement.
7.2 Assignment
and Assumption Agreement.
7.3 The
New
Lease Documents as provided in Section 3.2(d).
7.4 Such
other certificates, documents and instruments required by this Agreement to
be
delivered by Buyer, or as Seller or its counsel may otherwise reasonably
request, consistent with the provisions of this Agreement.
4
8. Miscellaneous.
8.1. Entire
Agreement.
This
Agreement along with the Exhibits hereto constitutes the sole and entire
agreement among the parties hereto in respect of the transactions contemplated
hereby and supersedes all prior agreements, arrangements, understandings,
representations and warranties relating to the subject matter hereof. No
amendment, change in, or modification to this Agreement shall be binding unless
in writing and signed by the party to be bound thereby. Notwithstanding the
foregoing, the Preambles to this Agreement shall be deemed to be included herein
as if fully set forth above.
8.2. Notices.
All
notices, consents, demands, requests, and other communications required or
permitted to be given hereunder (the “Notices”)
shall be
in writing and shall be deemed to have been duly given on the same day if
delivered personally, receipt acknowledged, or by facsimile transmission (with
original to follow by first class mail),or by nationally recognized overnight
courier service for next business day delivery, or three (3) days after mailing
if mailed by certified mail, return receipt requested, addressed to the parties
as follows (or to such other address as a party may designate as to itself
by
Notice to the other parties):
(a) If
to
Seller and Sagemark, at the address set forth on the first page of this
Agreement, to the attention of “President,” with a copy to:
Xxxxxx
X.
Xxxxxxx, Esq.
c/o
Gusrae Xxxxxx Xxxxx & Xxxxxxx, PLLC
000
Xxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
-and-
Xxxxxx
X.
Xxxxxxx, Chief Financial Officer
0000
X.X.
Xxxx Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxx
Xxxxx, XX 00000
(b) If
to
Buyer, to it at the address set forth on the first page of this
Agreement.
8.3. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Florida with respect to contracts made and to be fully performed
therein, without regard to the conflicts of laws principles thereof, except
as
to applicable Federal and state securities laws.
8.4. Binding
Effect.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns. Nothing in this
Agreement, whether expressed or implied, is intended to confer any rights or
remedies upon or by reason of this Agreement on any persons other than the
parties and signatories hereto.
5
8.5. Severability.
Any
provision of this Agreement which is determined to be invalid or unenforceable
shall be ineffective to the extent of such invalidity or unenforceability
without affecting in any way the remaining provisions hereof.
8.6. Headings.
The
Section headings contained herein are for the purpose of convenience only and
are not intended to define or limit the contents of said Sections.
8.7. Counterparts.
This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties hereto and delivered
to each of the other parties hereto.
IN
WITNESS WHEREOF,
the
parties have executed this Agreement on the day and year first
written.
[See
next page for signatures to this Asset Purchase Agreement]
6
SELLER:
|
ATTEST:
|
PREMIER
PET IMAGING OF JACKSONVILLE,
LLC,
a Florida limited liability company
|
||
|
/s/
Xxx Xxxxxxxx
|
By:
|
/s/
Xxx Xxxxxxxx
|
|
|
Its:
|
Managing
Member
|
||
|
ATTEST:
|
|||
|
a
New York corporation
|
|||
|
/s/
Xxx Xxxxxxxx
|
By:
|
/s/
Xxx Xxxxxxxx
|
|
|
Its:
|
President
and Chief Executive Officer
|
||
|
ATTEST:
|
ASCENT
DIAGNOSTIC IMAGING OF JACKSONVILLE, LLC, a Florida limited
liability
|
||
|
company
|
|||
|
By:
|
Ascent,
LLC
|
||
|
Its:
|
Managing
Member
|
||
|
By:
|
/s/
Xxxxxx X. Xxxxxxx
|
||
|
Xxxxxx
X. Xxxxxxx, M.D., Managing Member
|
|||
|
ATTEST:
|
|||
|
and
|
|||
|
By:
|
Advance
Molecular Imaging of Florida, LLC
|
||
|
Its:
|
Managing
Member
|
||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Xxxxxxx
Xxxxxx, M.D., Sole Member
|
|||
7
EXHIBIT
A
FORM
OF ASSIGNMENT AND ASSUMPTION AGREEMENT
 |
GE
|
|
Healthcare
Financial Services
|
ASSIGNMENT
AND ASSUMPTION AGREEMENT
|
Assignor:
|
Assignee:
|
|
|
THE
SAGEMARK COMPANIES, LTD.
|
ASCENT
DIAGNOSTIC IMAGING OF
|
|
|
0000
XX XXXX XXXXX XXXX
|
JACKSONVILLE,
LLC
|
|
|
SUITE
200
|
0000
X.X. XXXXX XXXXXXXXX
|
|
|
XXXX
XXXXX, XX 00000
|
XXXXX
000
|
|
|
XXXXXX,
XX 00000
|
||
|
Company:
|
Contracts:
|
|
|
GENERAL
ELECTRIC CAPITAL CORPORATION
|
Contract
Numbers: See Exhibit A
|
|
|
00000
XXXXXXXXXX XXXX.
|
||
|
XXXXXXXXXX,
XX 00000
|
||
|
Equipment:
|
Effective
Date:
|
|
|
See
Exhibit A
|
THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT, herein "Agreement," dated this ____ day
of
_____l, 2008, is by and between Assignor and Assignee and regards Assignor's
assignment to Assignee and Assignee's assumption, effective as of the Effective
Date, of all of Assignor's rights, duties and obligations under the
Contracts.
WHEREAS,
Company has financed, sold or leased to Assignor, subject to and in accordance
with the terms, conditions and provisions of the Contracts, certain medical
equipment and other property described in the Contracts, true and complete
copies of which are attached hereto and made a part hereof as Exhibit A;
and
WHEREAS,
Assignor desires to assign to Assignee its future rights, duties and obligations
of Assignor under the Contracts, effective as of the Effective Date;
and
8
WHEREAS,
Assignee desires to accept the assignment from Assignor of and to assume all
future rights, duties and obligations of Assignor under the Contracts, effective
as of the Effective Date; and
WHEREAS,
Assignor and Assignee to accomplish this end must obtain the written consent
of
Company and evidence their assignment and assumption agreement in
writing;
NOW,
THEREFORE, for the reasons recited above and in consideration of the mutual
covenants contained herein, Assignor and Assignee intending to be legally bound
agree as follows:
1.
Assignor hereby and by these presents does assign, transfer and convey unto
Assignee, its successors and assigns, effective as of the Effective Date, all
of
the Assignor's future rights, duties and obligations under the Contracts, to
have and to hold the same unto Assignee, its successors and Assigns forever,
as
if Assignee were named in the original Contracts in place of the Assignor as
an
obligor thereunder, subject, however, to the terms and conditions of the
Contracts, Company hereby confirming its consent to the said assignment and
assumption, Assignor's retention of the full benefit of and liability for all
of
its rights, duties and obligations under the Contracts that become due and
payable or are otherwise to be performed prior to the Effective Date, and
Assignee's only enjoying the benefit of and being solely liable for all of
Assignor's future rights, duties and obligations under the Contracts that become
due and payable or are otherwise to be performed on or after the Effective
Date.
2.
Assignee hereby and by these presents does unconditionally purchase and accept
the assignment, transfer and conveyance from Assignor of and assume, effective
as of the Effective Date, all of Assignor's future rights, duties and
obligations under the Contracts, as the same have been amended by amendments
of
even date herewith between Assignee and Company, to have and to hold the same
unto Assignee, its successors and assigns forever, as if Assignee were named
in
the original Contracts in place of Assignor as an obligor thereunder, subject,
however, to the terms and conditions of the Contracts, Company hereby confirming
its consent to the said assignment and assumption, Assignor's retention of
the
full benefit of and liability for all of its rights, duties and obligations
under the Contracts that become due and payable or are otherwise to be performed
prior to the Effective Date and Assignee only enjoying the full benefit of
and
being liable for all of Assignor's future rights, duties and obligations under
the Contracts that become due and payable or are otherwise to be performed
on or
after the Effective Date.
3.
Assignor hereby and by these presents does agree not to assert against Company
any defense, setoff, recoupment, claim or counterclaim which Assignee might
have
against Company under or in relation to the Contracts on or after the Effective
Date (except for the defense of timely payment).
4.
Assignee hereby and by these presents does agree not to assert against Company
any defense, setoff, recoupment, claim or counterclaim which Assignor might
have
against Company under or in relation to the Contracts before the Effective
Date
(except for the defense of timely payment).
9
5.
Assignor and Assignee hereby and by these presents agree that any consent by
Company to this Agreement shall not be deemed to be a consent by Company to
any
subsequent or other assignment and/or assumption by Assignor or Assignee and
that any other assignment and/or assumption without Company's prior written
consent shall be null and void.
6.
Assignor agrees to indemnify, defend and hold harmless Assignee from and against
any and all such duties and obligations under the Contracts other than those
first coming due on or after the Effective Date. Assignee will indemnify, defend
and hold harmless Assignor from and against all such duties and obligations
under the Contracts which arise subsequent to the Effective Date.
7.
In
connection with the assignment and assumption contemplated by this Agreement,
Company will waive past due rents and other amounts due under the Contracts,
as
follows:
Contract
No.: 8541220001
|
Date
|
Invoice
Number
|
Amount
|
||
|
1/15/08
|
13610541
|
$2,897.66
|
||
|
1/15/08
|
13773262
|
$144.88
(Late Fee)
|
||
|
2/15/08
|
13697577
|
$10,161.86;
|
||
|
2/15/08
|
13842636
|
$508.09
(Late Fee);
|
||
|
3/15/08
|
13773263
|
$10,161.86
|
||
|
3/15/08
|
N/A
|
$508.09
(Late Fee)
|
||
|
Total:
$24,382.44
|
Contract
No. 8541217002
|
Date
|
Invoice
Number
|
Amount
|
||
|
2/01/08
|
13660130
|
$904.56
|
||
|
2/01/08
|
13805368
|
$45.23
(Late Fee)
|
||
|
3/01/08
|
13736755
|
$904.56
|
||
|
3/01/08
|
N/A
|
$45.23
|
||
|
4/01/08
|
13805369
|
$904.56
|
||
|
Total:
$2,804.14
|
10
Contract
No. 8541217003
|
Date
|
Invoice
Number
|
Amount
|
||
|
2/01/08
|
13660131
|
$41,377.76
|
||
|
2/01/08
|
13805370
|
$1,933.54
(Late Fee)
|
||
|
3/01/08
|
13736756
|
$41,377.76
|
||
|
3/01/08
|
N/A
|
$1,933.54
(Late Fee);
|
||
|
3/01/08
|
13743997
|
$31,549.18
(Property Tax)
|
||
|
3/01/08
|
N/A
|
$1,474.26
(Late Fee)
|
||
|
4/01/08
|
13805371
|
$41,377.76
|
||
|
Total:
$161,023.80
|
Total
(All Contracts): $188,210.38
IN
WITNESS WHEREOF, Assignor and Assignee have caused these presents to be executed
the day first above written.
|
ATTESTED:
|
ASSIGNOR:
|
|
|
THE
SAGEMARK COMPANIES, LTD.
|
||
|
By:
|
||
|
Title
|
||
|
ASSIGNEE:
|
||
|
ASCENT
DIAGNOSTIC IMAGING OF
|
||
|
JACKSONVILLE,
LLC
|
||
|
By:
|
ASCENT,
L.L.C., its Manager
|
|
|
By:
|
||
|
Title
|
||
11
FORM
OF
CONSENT
Company,
in consideration of the foregoing, hereby consents to this Assignment and
Assumption Agreement and discharges Assignor from all duties and obligations
due, payable or performable under the Contracts,
except
such duties and obligations that, pursuant to the terms of the Contracts, are
intended to survive expiration or termination of the Contracts.
|
General
Electric Capital Corporation
|
|
|
(Type
or Print Name)
|
|
|
Duly
Authorized Signatory
|
|
|
Title
|
12
EXHIBIT
A
|
Contract
Number
|
Equipment
|
|
|
8541217-002
|
HOT
LAB & DIGITIZER
|
|
|
8541217-003
|
DISCOVERY
ST PET/CT SYSTEM
|
|
|
8541220-001
|
PROM
NOTE LEASEHOLD IMPROVEMENTS
|
Copies
of
Contracts are attached.
13
EXHIBIT
B
XXXX
OF SALE
Premier
PET Imaging of Jacksonville, LLC,
a
Florida limited liability company and The
Sagemark Companies Ltd. (collectively,
the “Seller”),
for
and in consideration of the sum of TEN THOUSAND AND NO/100 DOLLARS ($10,000.00)
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, does hereby grant, convey, assign, transfer, sell and
deliver to Ascent
Diagnostic Imaging of Jacksonville, LLC,
a
Florida limited liability company (“Buyer”),
all of
Seller’s right, title and interest in and to the assets described on
Exhibit
A
attached
hereto (the “Assets”).
Notwithstanding the foregoing, Seller represents and warrants that, by delivery
of this Xxxx of Sale and any other title documents executed and delivered as
of
the date of this Xxxx of Sale, Seller shall and hereby does convey good and
marketable title to the Assets.
For
the
avoidance of doubt, any item appearing on Exhibit A to this Xxxx of Sale that
has a line strikethrough shall not be deemed part of the Assets covered
hereby.
This
Xxxx
of Sale and the covenants and agreements herein contained shall inure to the
benefit of Buyer, its successors and assigns, and shall be binding upon Seller,
its successors and assigns.
IN
WITNESS WHEREOF,
the
parties have caused this Xxxx of Sale to be executed on this ___ day of April,
2008.
|
SELLER:
|
|||||
|
Premier
PET Imaging of Jacksonville, LLC
|
|||||
|
By:
|
|||||
|
Its:
|
|||||
|
By:
|
|||||
|
Its:
|
|||||
14
|
BUYER:
|
||||||
|
Ascent
Diagnostic Imaging of Jacksonville, LLC
|
||||||
|
By:
|
Ascent,
L.L.C.
|
|||||
|
Member/Manager
|
||||||
|
By:
|
||||||
|
Xxxxxx
X. Xxxxxxx, M.D.
|
||||||
|
Member/Manager
|
||||||
|
and
|
||||||
|
By:
|
Advanced
Molecular Imaging of Florida, LLC
|
|||||
|
Member/Manager
|
||||||
|
By:
|
||||||
|
Xxxxxxx
Xxxxxx, M.D.
|
||||||
|
Member/Manager
|
||||||
15
