Exhibit 10.19
-------------------------
ASSET SALE AGREEMENT
by and between
TPC HOME CARE SERVICES, INC.,
(the "Seller")
and
PUBLIC SERVICES, INC.,
(the "Buyer")
-------------------------
Dated as of December 5, 1996
Relating to the purchase of certain of
the assets of TPC Home Care
Services, Inc.
ASSET SALE AGREEMENT
THIS ASSET SALE AGREEMENT (this "Agreement"), dated as of
December 6, 1996, by and between TPC HOME CARE SERVICES, INC., a New York
corporation having an office at Xxx Xxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxxx,
Xxx Xxxx 00000 (the "Seller"), on the one hand, and PUBLIC SERVICES, INC., a New
York corporation having an office at One Old Country Road, Suite ___, Xxxxx
Xxxxx, Xxx Xxxx 00000 (the "Buyer"), on the other hand.
W I T N E S S E T H:
WHEREAS, the Seller desires to sell and the Buyer desires to
purchase, certain assets and properties of the Seller, as more fully described
in Section 1.2, and the Buyer desires to assume certain liabilities and
obligations relating to certain of the assets and properties of the Seller, as
more fully described in Section 1.3, all upon the terms and subject to the
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, hereby agree as follows:
ARTICLE I
THE TRANSACTION
1.1 Transaction. The sale by the Seller of certain of its
assets and properties and the acquisition thereof by the Buyer, and the other
transactions contemplated hereby, shall be made on the Closing Date (as defined
in Section 4.1), shall be based on the representations, warranties and
agreements of the Seller and the Buyer herein contained and shall be subject to
the terms and conditions herein stated.
1.2 Transfer of Property, Assets and Business. a. On the
Closing Date, Seller shall sell, convey, transfer, assign and deliver to the
Buyer, and the Buyer shall purchase and accept, all of Seller's right, title and
interest in, to and under the following properties and assets of Seller, as the
same shall exist on the Closing Date (collectively, the "Transferred Assets"):
(1) all tangible assets, properties and equipment, including personal
computers, computer software, furniture, office equipment, supplies, furnishings
and fixtures, owned by Seller (the "Equipment") and physically located at 0000
Xxxxxxx Xxxx., 0xx Xxxxx, Xxxxxx Xxxx, XX 00000 (the "Leased Real Property"), as
set forth more particularly on Exhibit 1.2(a)(i) attached hereto;
(2) all of Seller's rights and obligations as lessee, to the extent assignable,
under the Lease Agreement, dated as of July 1, 1995 by and between Nassif S.
Banout and Extended Family Care (the "Lease"), a copy of which is attached
hereto as Exhibit 1.2(a)(ii);
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(3) all of Seller's rights under the accounts receivable specified on Exhibit
1.2(a)(iii) (the "Accounts"). The parties hereby agree that Exhibit 1.2(a)(iii)
shall be updated by Seller within fourteen (14) days of the Closing Date to
reflect Accounts as of December 6, 1996;
(iv) all of Seller's rights and obligations under the contracts specified on
Exhibit 1.2(a)(iv) to the extent assignable (the "Contracts"); and
(v) all correspondence, documentation, agreements and records relating
to the Equipment, the Leased Real Property, the Accounts and the Contracts
(collectively, the "Records").
b. The Transferred Assets being sold by Seller to the Buyer
shall not include any cash, or cash equivalents or accounts receivable or
security deposits owned by the Seller on the Closing Date, or in respect of
services rendered prior to the Closing Date and billed after the Closing Date,
except the Transferred Assets shall include (i) the Accounts and (ii) a $2,600
security deposit paid in connection with the Lease, but no other security
deposits.
1.3 Assumption of Liabilities. (a) On the Closing Date, the
Buyer shall assume, and agree and undertake to pay, perform and discharge as and
when due, and shall indemnify the Seller for, and hold the Seller harmless from
and against, each of the following obligations, responsibilities and liabilities
(all of which are hereinafter referred to collectively as the "Assumed
Liabilities"): (i) all obligations, responsibilities and liabilities arising or
incurred for time periods after the Closing Date relating to or arising out of
or incurred in connection with the Lease and the Contracts; and (ii) all
obligations, responsibilities and liabilities arising out of or incurred in
connection with the obligation to bargain with the United Service Workers of
America for an initial collective bargaining agreement for Seller's Jersey City
location, including, but not limited to, agreeing to pay all retroactive wages
and/or benefits contained or referred to in the most recent draft of the
proposed collective bargaining agreement, a copy of which is attached hereto as
Exhibit 1.3, and agreeing to all other terms contained therein.
(b) On the Closing Date, the Seller and/or the Buyer, as the
case may be, shall execute and deliver the instruments of conveyance and
transfer referred to in Section 1.5.
1.4 Purchase Price. In consideration for the sale, conveyance,
transfer, assignment and delivery of the Transferred Assets by the Seller to the
Buyer and the assumption by the Buyer of the Assumed Liabilities, the Buyer
shall pay to the Seller $175,000 plus the Contingent Consideration (as defined
in subparagraph (ii) below) (collectively, the "Purchase Price"). The Purchase
Price shall be paid by the Buyer to the Seller as follows:
(i) on the Closing Date, by the execution and delivery by the
Buyer to Seller of a promissory note in the amount of $175,000 substantially in
the form of Exhibit 1.3 hereto (the "Buyer's Note");
(ii) Buyer shall also pay Seller additional consideration (the
"Contingent Consideration") in an amount equal to 12% of the gross revenues of
Buyer in excess of $90,000 per month relating to the operations of Buyer as a
home health care agency at the Leased
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Premises in the ordinary course. Such amounts shall be paid for a twenty-four
(24) month period commencing on a date which is the ten (10) month anniversary
of the Closing Date and continuing until the thirty-four (34) month anniversary
of the Closing Date. Such amounts shall be paid monthly, fifteen (15) days in
arrears based on the prior month's gross revenues.
1.5 Instruments of Conveyance and Transfer. In order to
evidence the sale, conveyance, transfer and assignment of the Transferred Assets
as contemplated by Section 1.2, Seller will execute and deliver on the Closing
Date, (i) a xxxx of sale for the Equipment and Accounts, substantially in the
form of Exhibit 1.51 attached hereto (the "Xxxx of Sale"); (ii) an assignment
relating to the Lease, substantially in the form of Exhibit 1.52 attached hereto
(the "Assignment and Release"); and (iii) an assignment relating to the
Contracts, substantially in the form of Exhibit 1.53 attached hereto (the
"Assignment of Contracts"). In order to evidence Buyer's assumption of the
Assumed Liabilities, Buyer will execute and deliver on the Closing Date to
Seller an agreement (the "Assumption Agreement") substantially in the form of
Exhibit 1.54 attached hereto.
1.6 Further Assurances. From time to time, pursuant to the
reasonable request of the Buyer, the Seller will execute and deliver such
instruments and documents as the Buyer reasonably may request in order to sell,
convey, transfer and assign to the Buyer, or to perfect or record the Buyer's
interest in or title to, or to enable the Buyer to use, any of the Transferred
Assets, or otherwise to carry out the purposes and intent of this Agreement.
From time to time, pursuant to the request of the Seller, the Buyer will execute
and deliver such instruments and documents as the Seller reasonably may request
to cause the Buyer to assume the Assumed Liabilities or otherwise to carry out
the purposes and intent of this Agreement.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF THE SELLER
The Seller represents and warrants to the Buyer as follows:
2.1. Organization. Seller is a corporation duly
incorporated, validly existing and in good standing under the laws of New York.
2.2. Authority; Consents. This Agreement has been duly
executed and delivered by the Seller. Seller has the corporate power to own all
of the Transferred Assets. Seller has the corporate power and authority to
execute, deliver and perform this Agreement and all other agreements,
certificates or documents contemplated hereby. On or prior to the Closing Date,
the Seller shall have taken all corporate action required to authorize the
execution and delivery of this Agreement and all other agreements, certificates
and documents contemplated hereby and to authorize the consummation of the
transactions contemplated hereby; provided, however, that no representation is
being made as to whether any of the Contracts or Accounts may be validly
assigned, and the failure of Seller to procure valid consents of any party which
is required to assign any Contract or Account shall not be a breach of
representation or warranty of Seller, nor shall procuring such consent or
consents constitute a condition to Closing for purposes of Article VII hereof;
provided, however, that Seller procuring landlord's consent to an assignment of
the Lease to Buyer shall constitute a condition to Closing for purposes of
Article VII hereof.
2.3. Title. Seller is the owner of all of the Transferred
Assets, free and clear of any lien, restriction or encumbrance.
2.4. Litigation. Except as disclosed in writing by Seller to
the Buyer, there is no claim, action, suit or proceeding pending, and, to the
best of the knowledge of the Seller, there is no investigation pending or
threatened with respect to the Seller on the date hereof before any
governmental, administrative or regulatory agency. The Seller is not aware of
any order or injunction that would restrain or prevent the consummation of the
transactions contemplated by this Agreement.
2.5. Contracts. Attached as Exhibit 2.5 hereto are true and
complete copies of all Contracts which constitute a portion of the Transferred
Assets and all amendments thereto. No default exists on the part of the Seller
thereunder, and to the knowledge of the Seller, no default exists on the part of
any other party under the Contracts.
2.6 Accounts. Attached as Exhibit 1.1(a)(iii) hereto is a true
and complete schedule of the Accounts which constitute a portion of the
Transferred Assets. To Seller's knowledge, all of said Accounts are valid and
binding obligations of the respective obligors under each of such Accounts and
not subject to any set-off or counterclaim.
ARTICLE III
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REPRESENTATIONS AND WARRANTIES
OF THE BUYER
The Buyer represents and warrants to the Seller as follows:
3.1 Organization. The Buyer is a New York corporation duly
organized, validly existing and in good standing under the laws of the State of
New York.
3.2 Authority; Consents. The Buyer has the power to own all of
its properties and assets and to carry on its business as now conducted or as
contemplated to be conducted. The Buyer has the power to execute, deliver and
perform this Agreement, the Buyer's Note, the Assumption Agreement and all other
agreements, certificates and documents contemplated hereby. The Buyer has taken
all action required to authorize the execution and delivery of this Agreement,
the Buyer's Note, the Assumption Agreement and all other agreements,
certificates and documents contemplated hereby and to authorize the consummation
of the transactions contemplated hereby, and this Agreement and the Buyer's Note
and the Assumption Agreement have been or prior to the Closing Date will be,
duly executed and delivered by the Buyer. No consent, action, approval or
authorization of, or registration, declaration or filing with, any governmental
department, commission, agency or other instrumentality having jurisdiction over
the Buyer is required to be obtained or made by the Buyer to authorize the
execution and delivery by the Buyer of this Agreement or the performance by the
Buyer of its terms, except for those items specified on Exhibit 3.2.
3.3 Litigation. There is no claim, action, suit or proceeding
pending, and, to the best of the Buyer's knowledge, there is no investigation
pending or threatened, with respect to the Buyer or any of its shareholders
before any governmental, administrative or regulatory agency. The Buyer is not
aware of any order or injunction that would restrain or prevent the consummation
of the transactions contemplated by this Agreement.
3.4 Buyer's Examination. The Seller has provided the Buyer
with such access to the records, books, documents, facilities and personnel of
the Seller as the Buyer has deemed necessary and appropriate in order for the
Buyer to investigate and examine to its satisfaction the business, affairs and
properties of the Seller sufficient to make an informed decision to purchase the
Transferred Assets, to enter into this Agreement and to consummate the
transactions contemplated hereby. The Buyer is capable of evaluating the merits
and risks of the purchase of the Transferred Assets and the other transactions
contemplated hereby.
3.5 Working Capital. On or prior to the Closing Date, Buyer
will have on hand not less than $25,000 in available working capital.
ARTICLE IV
CLOSING
4.1 Closing. The closing of the transactions contemplated
hereby (the "Closing") shall be held at the offices of Xxxxxxx, Lippe,
Goldstein, Wolf & Xxxxxxxxx, P.C., 000 Xxxxxx
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Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 or at such other place as the parties may agree
upon, at 10:00 o'clock A.M., New York time, on December 6, 1996 or, subject to
Article VI hereof, such other time and date as the parties may agree upon. If
the Closing does not occur by December 31, 1996, this Agreement will be
terminated forthwith and the parties hereto will have no further obligations to
each other, other than as provided in Article VI hereof. The time and date of
the Closing is called the "Closing Date."
ARTICLE V
ADDITIONAL COVENANTS OF THE PARTIES
5.1 Cooperation. The parties will use all reasonable efforts
to obtain all consents of other parties required to sell, convey, transfer or
assign to the Buyer, or to provide the Buyer with the benefits of, all
agreements and leases included in the Transferred Assets; provided that no party
shall be required to expend funds to procure any such consents.
5.2 Best Efforts. Each of the Seller and the Buyer shall use
its respective best efforts to cause all of the conditions to the obligations of
the other to consummate the transactions contemplated hereby which requires
action by it to be met as soon as practicable after the date of this Agreement.
5.3 Confidentiality. The Buyer will maintain the
confidentiality of all patient
records and files included in the Transferred Assets.
5.4 Non-Competition. Buyer agrees, for a period of two years
after the Closing Date, that it will not, directly or indirectly (i) hire or
solicit for hire, as employee, consultant or independent contractor, any person
who worked in any capacity for Seller (other than in its Jersey City branch) for
at least one hundred (100) hours in the nine (9) month period ended September
30, 1996; or (ii) do business as a home health care agency beyond the radius of
fifty (50) miles of Jersey City, New Jersey. For purposes of the proceeding
sentence, "doing business" shall include the soliciting of clients or agencies
which act as providers of clients, and/or the furnishing of home health care
services. The parties agree that a violation of the provisions of this Section
5.4 may cause irreparable harm to Seller which may not be adequately redressed
by monetary damages; as such, Buyer and Seller agree that the provisions hereof
will be specifically enforceable by Seller in any court having jurisdiction over
Buyer and/or its properties.
ARTICLE VI
TERMINATION
6.1 Termination by Parties. Subject to Section 6.2(b), this
Agreement may be terminated and the transactions contemplated hereby abandoned
at any time before the Closing Date as follows:
a. by the mutual written consent of each of the Seller and the Buyer;
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b. by the Buyer, if there has been a material misrepresentation in this
Agreement by the Seller that has not been corrected by the Seller prior to the
Closing, or a material breach by the Seller of any of its warranties or
covenants set forth herein;
c. by the Seller, if there has been a material
misrepresentation in this Agreement by the Buyer that has not been
corrected by the Buyer prior to the Closing, or a material breach by
the Buyer of any of its warranties or covenants set forth herein.
6.2 Obligations Upon Termination; Cure, etc.
(a) If this Agreement shall be terminated pursuant to Section
6.1(a), neither party shall have any further obligation to the other.
(b) If the Seller or the Buyer shall have the right to
terminate this Agreement pursuant to Section 6.1(b) or (c), then the party which
does not have the right so to terminate this Agreement will use its best efforts
to promptly cure the condition giving rise to such right. If such party is
unable to cure the condition giving rise to such right, the other party may
exercise its right under Section 6.1(b) or 6.1(c), as the case may be, to
terminate the Agreement or may waive such right and proceed to consummate the
transactions contemplated hereby. If such right to terminate is exercised,
neither party shall have any further obligation to the other, provided, however,
that if such termination shall result from the failure of any party to fulfill a
condition to the performance of the other party or to perform a covenant or
agreement in this Agreement or from a breach of any of its representations or
warranties, such party shall be fully liable for any and all damages sustained
or incurred by the other party.
ARTICLE VII
CONDITIONS PRECEDENT TO
BUYER'S OBLIGATIONS
The obligations of the Buyer to purchase the Transferred
Assets, to assume the Assumed Liabilities and otherwise to consummate the
transactions contemplated by this Agreement shall be subject to the
satisfaction, at or before the Closing Date, of the following conditions (any of
which may be waived in writing, in whole or in part, by the Buyer):
7.1 Representations and Warranties True and Correct. The
representations and warranties of the Seller contained in this Agreement shall
be true and correct in all material respects on the Closing Date as if made on
and as of the Closing Date. The Seller shall have duly performed and complied
with all material agreements and conditions required by this Agreement to be
performed or complied with by the Seller at or before the Closing Date.
7.2 Closing Documents. The Seller shall have furnished the
Buyer with the following documents:
(a) the certificate of incorporation of Seller, duly certified by the
Secretary of
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Seller;
(b) a certificate of good standing and status, dated as of a
recent date, executed by an appropriate official of the State of New York with
respect to the Seller; and
(c) certificates of the Secretary of Seller certifying (i)
that attached thereto is a true and complete copy of all resolutions of its
board of directors pertaining to the transactions contemplated by this
Agreement, and (ii) as to the incumbency and authority of the officers or
representatives executing this Agreement and the other documents and agreements
executed in connection herewith.
7.3 Instruments of Transfer; Assignments of Contracts. The
Xxxx of Sale, the Assignment and Release, the Assignment of Contracts and the
Assumption Agreement shall have been duly executed by Seller and delivered to
the Buyer.
7.4 Consent as to Lease. The landlord under the Lease shall
have consented in writing to the assignment of the Lease to Buyer.
7.5 Regulatory/Health Approvals. The Buyer shall have received
the consents, authorizations and approvals specified in Exhibit 3.2.
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ARTICLE VIII
CONDITIONS PRECEDENT TO
SELLER'S OBLIGATIONS
The obligations of the Seller to sell, convey, transfer,
assign and deliver the Transferred Assets and otherwise to consummate the
transactions contemplated by this Agreement shall be subject to the
satisfaction, at or before the Closing Date, of the following conditions (any of
which may be waived in writing, in whole or in part, by the Seller):
8.1 Representations and Warranties True and Correct. The
representations and warranties of the Buyer contained in this Agreement or in
any certificate or document delivered to the Seller pursuant hereto shall be
true in all material respects on the Closing Date as if made on and as of the
Closing Date. The Buyer shall have duly performed and complied with all material
agreements and conditions required by this Agreement to be performed or complied
with by the Buyer at or before the Closing Date.
8.2 Closing Documents. The Buyer shall have furnished the
Seller with the following documents:
(a) its certificate of incorporation and all amendments
thereto, duly certified by its Secretary;
(b) a certificate, dated as of a recent date, executed by an
appropriate official of the State of New York, as to the good standing of the
Buyer in such jurisdiction;
(c) a certificate of the Secretary of the Buyer certifying (i)
that attached thereto is a true and complete copy of all resolutions of its
board of directors pertaining to the transactions contemplated by this
Agreement, and (ii) as to the incumbency and authority of the officers executing
this Agreement and the other documents and agreements executed in connection
herewith;
(d) a written consent of landlord under the Lease to the
release of Seller from its obligations under the Lease and permitting assignment
to the Buyer; and
(e) such other documents as the Seller may reasonably request.
8.3 Payment of Purchase Price. The Buyer shall have paid to
the Seller the Purchase Price in the manner provided in Section 1.4 and shall
have delivered the Buyer's Note to Seller.
8.4 Agreements, etc. (a) The Buyer shall have duly authorized,
executed and delivered the Assignment and Release, the Assignment of Contracts,
the Assumption Agreement and such other instruments as shall be necessary for
the Buyer to assume the Assumed Liabilities and perform its obligations
hereunder or in connection herewith. The Seller shall have obtained the consent
of the landlord to assign the Lease to Buyer and release Seller from its
obligations thereunder.
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8.5 Working Capital. Buyer shall have on hand $25,000
in available working ---------------
capital.
ARTICLE IX
DISCLAIMER OF WARRANTY; INDEMNIFICATION
9.1 Assets Transferred "As Is, Where Is". BUYER ACKNOWLEDGES
AND AGREES THAT ALL ASSETS BEING TRANSFERRED HEREUNDER ARE BEING TRANSFERRED ON
AN "AS IS, WHERE IS" BASIS, AND THAT EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 2,
SELLER IS MAKING NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESSED OR
IMPLIED, RESPECTING THE TRANSFERRED ASSETS, AS TO MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR ANY OTHER MATTER. Buyer acknowledges that Buyer is fully
familiar with the Transferred Assets and agrees that Seller is making no
representations or warranties with respect to the Transferred Assets, except as
set forth in Article 2.
9.1 Indemnification. (a) The Seller shall indemnify and hold
harmless the Buyer, its officers, directors and shareholders from and against
all damages, losses, liabilities, costs and expenses resulting from any
obligations, claims or demands incurred by them which arise out of the conduct
of Seller's business prior to the Closing Date.
(b) The Buyer shall indemnify and hold harmless the Seller,
their officers, directors, partners and shareholders from and against all
damages, losses, liabilities, costs and expenses resulting from any obligations,
claims or demands incurred by them which arise out of the conduct of the Buyer's
business after the Closing Date, or result from a breach by Buyer of any
agreement or covenant set forth herein, including, but not limited to, Buyer's
covenants with respect to the Assumed Liabilities.
ARTICLE X
MISCELLANEOUS
10.1 Non-Survival. None of the representations and warranties
made in this Agreement or in any Schedule, Exhibit, certificate or document
delivered pursuant hereto shall survive after the Closing Date. The covenants
herein shall survive the Closing in accordance with their terms.
10.2 Brokerage. The Buyer and the Seller represent and warrant
that there is no claim for brokerage commissions or finder's fees in connection
with the transactions contemplated hereby resulting from any action taken by it
or its officers and directors.
10.3 Governing Law. This Agreement shall be construed and
enforced in accordance with the internal, substantive laws of the State of New
York without giving effect to the conflict of law principles thereof.
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10.4 Notices. All notices, consents, requests, instructions,
approvals and other communications provided for herein shall be validly given,
made or served if in writing and delivered personally or sent by registered or
certified mail, return receipt requested, postage prepaid, or by nationally
recognized overnight courier:
(a) if to the Seller, addressed to the Seller at:
TPC Home Care Services, Inc.
Xxx Xxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxx Xxxxx, Xxx Xxxx 00000
with copies to:
Xxxxxxx, Lippe, Goldstein, Wolf & Schlissel, P.C.
000 Xxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
(b) if to the Buyer, addressed to the Buyer at:
Public Services, Inc.
Xxx Xxx Xxxxxxx Xxxx
Xxxxx ___
Xxxxx Xxxxx, Xxx Xxxx 00000
with copies to:
Xxxxxxx Xxxx, Esq.
Xxx Xxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxx Xxxxx, Xxx Xxxx 00000
or such other address as shall be furnished in writing by either party to the
other parties.
10.5 Expenses. Except as otherwise provided herein, each party
shall pay its own expenses in connection with the preparation and performance of
the terms of this Agreement and the transactions contemplated hereby, including
all fees and expenses of its counsel and accountants.
10.6 Sales and Transfer Taxes. All sales and transfer taxes
(including taxes, if any, imposed upon the transfer of Transferred Assets),
filing, recording and registration fees payable in connection with the
transactions contemplated hereby shall be paid by the Buyer.
10.7 Rent, Utilities and Other Charges. All rent, insurance,
fees, fuel, utilities, telephone and other like charges real and personal
property taxes with respect to the Transferred Assets shall be apportioned
between the Buyer and the Seller as of the Closing Date on the basis of the
fiscal (or lien) period for which such charges, deposits and taxes are
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attributable.
10.8 Assignment; Amendments; Waivers.
(a) Neither the Buyer nor the Seller shall assign any of its
rights or obligations under this Agreement without the prior written consent of
the other parties.
(b) This Agreement shall be binding upon and shall inure to
the benefit of the parties and their respective successors and permitted
assigns, and no other person shall acquire or have any right under or by virtue
of this Agreement.
(c) No provision of this Agreement may be amended, modified or
waived except by written agreement duly executed by each of the parties.
10.9 Jurisdiction; Consent to Service. Legal proceedings
commenced by the Seller, on the one hand, or the Buyer, on the other hand,
against the other arising out of any of the transactions contemplated hereby
shall be brought exclusively in the Federal court sitting in the Eastern
District of New York or in the appropriate New York State court in Nassau
County, New York. Each of the Seller and the Buyer irrevocably and
unconditionally submits to the jurisdiction of such courts and agrees to take
all future actions necessary to submit to the jurisdiction thereof. Each of the
Seller and the Buyer irrevocably waives any objection which it may have to the
laying of venue of any suit, action or proceeding brought in such courts in
Nassau County, New York and further irrevocably waives any claim that any such
suit, action or proceeding brought in such courts has been brought in an
inconvenient forum.
10.10 Headings. The Section headings hereof are provided for
convenience of reference only and do not constitute a part of this Agreement.
10.11 Entire Agreement. The Exhibits and Schedules referred to
herein constitute a part of this Agreement as if set forth herein in full. This
Agreement constitutes the entire agreement between the parties hereto and
cancels and supersedes all prior oral and written agreements, letters of intent,
and understandings relating to the subject matter hereof.
10.12 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Asset Sale Agreement has been duly
executed by the parties hereto as of the day and year first above written.
TPC HOME CARE SERVICES, INC., Seller
By Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: VP
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PUBLIC SERVICES, INC., Buyer
By: Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: President
00
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NASSAU )
On this, the 10th day of December, 1996, before me, a Notary
Public in and for Said County and State, personally appeared Xxxxxx Xxxxxx of
TPC HOME CARE SERVICES, INC., a New York corporation, and that such officer,
being duly authorized to do so, executed the foregoing instrument for the
purposes therein contained by signing and attesting his name on behalf of said
corporation.
Xxxxxxx X. Xxxxxxxxx
Notary Public
[NOTARY]
STATE OF NEW YORK )
) ss.:
COUNTY OF NASSAU )
On this, the 10th day of December, 1996, before me, a Notary
Public in and for Said County and State, personally appeared Xxxx Xxxxxx of
PUBLIC SERVICES, INC., a New York corporation, and that such officer, being duly
authorized to do so, executed the foregoing instrument for the purposes therein
contained by signing and attesting his name on behalf of said corporation.
Xxxxxxx X. Xxxxxxxxx
Notary Public
[NOTARY]
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