Exhibit 10.7
GENERAL ASSIGNMENT
GENERAL ASSIGNMENT dated as of October 30, 1998, from Primary Care Medical
Centers of America, Inc., a Delaware corporation (the "Seller"), to Camber
Companies, LLC, a Delaware limited liability company (the "Purchaser").
The Seller and the Purchaser, along with Kohlberg & Company, L.L.C., a
Delaware limited liability company, Seal Holdings Corporation, a Delaware
corporation, and Monsanto Company, a Delaware corporation, are party to a
Business Combination Agreement dated as of October 9, 1998 (the "Combination
Agreement"). It is a condition precedent to the Purchaser's obligations
under the Combination Agreement that the Seller delivers this General
Assignment. Capitalized terms used herein but not defined herein shall
have the meanings assigned such terms in the Combination Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Seller hereby agrees as
follows:
1. The Seller hereby sells and transfers to the Purchaser, and the Purchaser
accepts from the Seller, all of the Seller's right, title and interest in and
to all Contracts set forth on Schedule F-2-1 hereto (the "Transferred
Agreements").
2. From time to time after the date hereof, the Seller will execute and
deliver to the Purchaser such instruments of sale, transfer, conveyance,
assignment and delivery, and such consents, assurances, powers of attorney
and other instruments as may be reasonably requested by the Purchaser or its
counsel in order to vest in the Purchaser all right, title and interest of the
Seller in and to the Transferred Agreements and otherwise in order to carry
out the purpose and intent of this General Assignment and the purpose and
intent of this General Assignment and the Combination Agreement.
3. Notwithstanding any other provision of this General Assignment to the
contrary, nothing contained in this General Assignment shall in any way
supersede, modify, replace, amend, change, rescind, waive, exceed, expand,
enlarge or in any way affect the provisions, including the warranties,
covenants, agreements, conditions, representations or, in general, any of the
rights and remedies, and any of the obligations and indemnifications set
forth in the Combination Agreement nor shall this General Assignment expand
or enlarge any remedies under the Combination Agreement including without
limitation any limits on indemnification specified therein. This General
Assignment is intended only to effect the transfer of certain property
transferred pursuant to the Combination Agreement and shall be governed
entirely in accordance with the terms and conditions of the Combination
Agreement.
IN WITNESS WHEREOF, the Seller has caused this General Assignment to be
executed and delivered on the date and year first written above.
PRIMARY CARE MEDICAL CENTERS OF AMERICA, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
Title: Chairman/CEO
SCHEDULE F-2-1 C PCMC Transferred Agreements
1. Letter of Intent dated September 3, 1998 for the Acquisition of Practice of
Xx. Xxxxxx Xxxxxxxxxx.
2. Letter of Intent dated September 3, 1998 for the Acquisition of Practice
of Xx. Xxxxx Xxxxxx.
3. Letter of Intent dated September 3, 1998 for the Acquisition of Practice
of Dr. Xxxxxx Xxxx.
4. Letter of Intent dated September 2, 1998 for the Acquisition of Practice
of Dr. Xxxxxxxxx Xxxxx.
5. Letter of Intent dated August 19, 1998 for the Acquisition of Practice of
N.E. Pain & Rehab, Inc.
6. Letter of Intent dated July 29, 1998 for the Acquisition of Practice of
Xx. Xxx Xxxxxxx.
7. Letter of Intent dated July 23, 1998 for the Acquisition of Practice of
Dr. Xxxx Xxxxxxx.
8. Letter of Intent dated July 22, 1998 for the Acquisition of Practice of
Dr. Xxxxx XxXxxxxx.
9. Letter of Intent dated July 21, 1998 for the Acquisition of Xxxxx-Arrowhead
Clinics.
10. Letter of Intent dated July 15, 1998 for the Acquisition of Practice of
Xx. Xxxxxxxx Xxxxxxx.
11. Letter of Intent dated July 21, 1998 for the Acquisition of Practice of
Xx. Xxxxxx X. Xxxxx.
12. Letter of Intent dated July 9, 1998 for the Acquisition of Practice of
Xx. Xxxxx Xxxxxxxx.
13. Joint Development Agreement and Letter of Intent, each dated as of
June 1, 1998, between Monsanto Health Solutions and Primary Care Medical
Centers of America, Inc., as amended by the First Amendment dated June 10,
1998, the Second Amendment dated July 31, 1998, the Third Amendment dated
August 3, 1998 and the Fourth Amendment dated August 10, 1998.
