Exhibit 10.8
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT dated as of October 30, 1998 from Camber
Companies, LLC, a Delaware limited liability corporation (the "Purchaser"),
to Primary Care medical Centers of America, Inc., a Delaware corporation
(the "Seller").
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 Purchaser delivers this Assumption
Agreement. 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 is hereby acknowledged, the Purchaser hereby agrees
as follows:
1. The Purchaser hereby assumes the following liabilities and obligations
of the Seller to the extent attributable to the operation of the Business for
the period commencing on and subsequent to the date hereof (collectively, the
"Assumed Liabilities"):
a. liabilities and obligations reflected on the Latest Balance Sheet (but
only to the extent so reflected);
b. all liabilities arising after the date of the Latest Balance sheet in
the ordinary course of the Business (which in the aggregate shall not be
material);
c. all liabilities and obligations of the Seller under the Contracts set
forth on Schedule G-2-1 attached hereto, excluding any liability for breach or
non-performance of any such existing on or prior to the Closing Date; and
d. all liabilities and obligations of the Business arising after the
Closing Date.
2. Notwithstanding anything contained in Section 1 hereof to the contrary,
the Purchaser does not assume, and shall not be responsible for, the Excluded
Liabilities and any liabilities or obligations of the Seller or any affiliate of
the Seller, whether fixed or contingent, known or unknown, threatened, pending
or unasserted, other than the Assumed Liabilities.
3. From time to time after the date hereof, the Purchaser will execute and
deliver, or cause its affiliates to execute and deliver, to the Seller such
instruments as may be reasonably requested by the Seller or its counsel in
order to carry out the purpose and intent of this Assumption Agreement and
the Combination Agreement.
4. Notwithstanding any other provision of this Assumption Agreement to
the contrary, nothing contained in this Assumption Agreement 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, agreement, conditions, representations or, in general any of the
rights and remedies, and any of the obligations and indemnifications of the
Purchaser set forth in the Combination Agreement nor shall this Assumption
Agreement expand or enlarge any remedies under the Combination Agreement
including without limitation any limits on indemnification specified therein.
This Assumption Agreement is intended only to effect the transfer of certain
liabilities assumed 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 Purchaser has caused this Assumption Agreement
to be executed and delivered on the date and year first written above.
CAMBER COMPANIES, LLC
By: /s/ Xxxx X. Xxxxxxx
Title: Chairman/CEO
SCHEDULE G-2-1 C PCMC Assumed Agreements
14. Letter of Intent dated September 3, 1998 for the Acquisition of Practice
of Xx. Xxxxxx Xxxxxxxxxx.
15. Letter of Intent dated September 3, 1998 for the Acquisition of Practice
of Xx. Xxxxx Xxxxxx.
16. Letter of Intent dated September 3, 1998 for the Acquisition of Practice
of Dr. Xxxxxx Xxxx.
17. Letter of Intent dated September 2, 1998 for the Acquisition of Practice
of Dr. Xxxxxxxxx Xxxxx.
18. Letter of Intent dated August 19, 1998 for the Acquisition of Practice of
N.E. Pain & Rehab, Inc.
19. Letter of Intent dated July 29, 1998 for the Acquisition of Practice of
Xx. Xxx Xxxxxxx.
20. Letter of Intent dated July 23, 1998 for the Acquisition of Practice of
Dr. Xxxx Xxxxxxx.
21. Letter of Intent dated July 22, 1998 for the Acquisition of Practice of
Dr. Xxxxx XxXxxxxx.
22. Letter of Intent dated July 21, 1998 for the Acquisition of Xxxxx-
Arrowhead Clinics.
23. Letter of Intent dated July 15, 1998 for the Acquisition of Practice of
Xx. Xxxxxxxx Xxxxxxx.
24. Letter of Intent dated July 21, 1998 for the Acquisition of Practice of
Xx. Xxxxxx X. Xxxxx.
25. Letter of Intent dated July 9, 1998 for the Acquisition of Practice of
Xx. Xxxxx Xxxxxxxx.
26. 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.
