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EXHIBIT 10.66
AGREEMENT FOR PURCHASE AND SALE OF ASSETS
This Agreement is made as of July 1, 1997 at Los Angeles, California among
HFA Services, Inc. ("Buyer"), a California corporation, Sportstherapy, Inc.
("Corporation"), a California corporation and Xxxxx Xxxxxxxx ("Xxxxxxxx") with
reference to the following facts:
A. Buyer desires to purchase from Corporation and Corporation desires to
sell to Buyer, on the terms and subject to the conditions of this Agreement, the
assets described in paragraph 1.1 below.
B. Except as specifically provided, Buyer is not assuming any obligations
or other liabilities whatever.
X. Xxxxxxxx is the sole shareholder of Corporation.
In consideration of and in reliance upon the mutual covenants, agreements,
representations and warranties contained in this agreement, the parties
therefore agree as follows:
ARTICLE ONE
1.0 Sale and Transfer of Assets. Subject to the terms and conditions set
forth in this Agreement, Corporation will sell, convey, transfer, assign and
deliver to Buyer and Buyer will purchase from Corporation the assets and rights
specifically described on Schedule 1.1 hereto (collectively the "Transferred
Assets.")
1.1 Consideration from Seller at Closing. As full payment for the transfer
of the Transferred Assets to Buyer, Buyer shall deliver at the Closing (as
defined in paragraph 2.0 below), in accordance with the provisions of paragraph
2.1, a check payable to the order of Corporation in the amount of $472,203.00.
1.2 Assumption of Obligations. Buyer will assume only those contracts
specifically listed on Schedule 1.3 (the "Listed Contracts") and those other
liabilities specifically listed on such Schedule 1.3 (the "Listed Liabilities").
Such Listed Contracts and Listed Liabilities are hereinafter collectively
referred to as the "Assumed Obligations". It is expressly understood and agreed
that Buyer will not assume, and will not be liable for, any contractual or other
obligations or liabilities whatsoever of Corporation of any kind, whether
absolute, accrued, contingent or otherwise, other than the Assumed Obligations.
Nothing in this Agreement shall be deemed to create any third party beneficiary
rights in favor of any persons who are not
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signatories to this Agreement.
1.3 Purchase Price and Allocation. The purchase price of the Transferred
Assets will be allocated in accordance with Schedule 1.4. Each of the parties
will report this transaction for federal and state tax purposes in accordance
with the allocation set forth in such Schedule.
1.4 Excise and Property Taxes. Buyer shall pay any sales and use taxes
arising from the transfer of the Transferred Assets and Corporation will pay its
portion, prorated as of July 1, 1997 (the "Effective Date"), of state and local
real and personal property taxes of the business.
ARTICLE TWO
2.0 Time and Place of Closing. The Closing for the transfer of the
Transferred Assets and assumption of the Assumed Obligations (the "Closing")
shall take place at 00000 Xxxxx Xxxxxx Xxxx., Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx
at 4:00 p.m. on July 10, 1997, or at such other place and time as the parties
may agree to in writing (the "Closing Date").
2.1 Delivery at Closing. At the Closing, Buyer shall deliver to
Corporation the funds specified in paragraph 1.2 and Corporation shall deliver
to Buyer the Xxxx of Sale attached hereto as Exhibit A, the Lease Assignment for
real property leases attached hereto as Exhibit B(1) and all other assignments,
deeds, conveyances or other assurances, documents and instruments of transfer
reasonably requested by Buyer that will put Buyer into full possession and
enjoyment of the Transferred Assets and the Listed Contracts.
ARTICLE THREE
3.0 Representation and Warranties. Corporation and Xxxxxxxx, jointly and
severally, represent, warrant and covenant to Buyer as follows:
3.1 Organization' Standing and Qualification. Corporation is duly
organized, validly existing, and in good standing under the laws of California,
and has the corporate power to own all of its properties and assets and to carry
on its business as it is now being conducted. Neither Corporation's ownership of
its property nor the conduct of its business requires it to be qualified to do
business in any other jurisdiction. Corporation's board of directors and
shareholders have authorized the execution of this Agreement, and Corporation
has the corporate power and is duly authorized to enter into this Agreement and
complete the transactions contemplated hereby.
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This Agreement is a valid and binding obligation of Corporation.
3.2 Capital Structure of Corporation. Corporation's authorized capital
stock consists of 100,000 shares of common stock, without par value, of which
33,726 shares are issued and outstanding and are held, beneficially and of
record, by Xxxxxxxx, free and clear of any liens, charges, encumbrances or other
adverse interests whatsoever. All issued and outstanding shares have been
validly issued in full compliance with all federal and state securities laws,
are fully paid and nonassessable, and have voting rights. There are no
outstanding subscriptions, options, rights, warrants, convertible securities, or
other agreements or commitments obligating Corporation to issue or to transfer
from treasury any additional shares of its capital stock of any class.
3.3 Financial Statements; Minimum Net Worth. The balance sheet of
Corporation as of December 31, 1996 ("Balance Sheet") and the interim balance
sheet (the "Interim Balance Sheet") of Corporation as of June 30, 1997 (the
"Interim Balance Sheet Date") and the related statements of profits and losses
for the year and six month period then ended, copies of which are attached
hereto as Schedule 3.3, fairly present the financial position of Corporation as
of those dates and the results of operations for that year and period, and have
been prepared in accordance with generally accepted accounting principles
applied on a basis consistent with that of preceding years. In addition, on the
Closing Date, the Stockholder's Equity of Corporation, calculated on a pro forma
basis as if the transfer of assets and assumption of obligations contemplated by
this Agreement had not been effected as of July 1, 1997, shall not have
decreased by more than $5,000, from the Stockholder's Equity of Corporation as
of the close of business on June 30, 1997.
3.4 Liens; Condition. Except for the lien for any current taxes or
assessments not yet delinquent and the liens in favor of Union Bank evidenced by
the UCC-1 attached hereto as Schedule 3.4, Corporation owns all of the
Transferred Assets free and clear of any liens, claims, charges, options, or
encumbrances. All of the Transferred Assets are in good condition and repair and
Buyer will be able to utilize all such Transferred Assets after the Closing in
the ordinary course of business.
3.5 Accounts Receivable. All accounts receivable reflected on the Interim
Balance Sheet arose from valid transactions in the ordinary course of
Corporation's business. By December 31, 1998, Buyer shall have collected in full
ninety four percent (94%) of the face amount of the accounts receivable
reflected on the Interim Balance Sheet.
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3.6 Interests in Corporation's Property. No officer, director, or
shareholder of Corporation has any interest in any property, real or personal,
tangible or intangible, including copyrights, trademarks, or trade names, used
in or pertaining to the business of Corporation.
3.7 Absence of Undisclosed Liabilities. There are no liabilities of
Corporation, whether absolute, accrued, contingent or otherwise, other than the
following:
(a) Liabilities disclosed or provided for in the Interim Balance Sheet;
(b) Liabilities incurred in the ordinary course of business after the
Interim Balance Sheet Date, none of which has been adverse to the business of
Corporation, and none of which is attributable to any period prior to the
Interim Balance Sheet Date.
3.8 Absence of Specified Changes. Since the Interim Balance Sheet
Date there has not been:
(a) Any change in the business, results of operations, assets, financial
condition, or manner of conducting the business of Corporation other than
changes in the ordinary course of business, none of which has had an adverse
effect on the business, results of operations, assets, financial condition, or
prospects of Corporation;
(b) Any damage, destruction, or loss (whether or not covered by insurance)
adversely affecting any aspect of the business or operations of Corporation;
(c) Any direct or indirect redemption or other acquisition by Corporation
of any of Corporation's shares of capital stock of any class, or any
declaration, setting aside, or payment of any dividend or other distribution in
respect of Corporation's capital stock of any class;
(d) Any increase in the compensation payable or to become payable by
Corporation to any of its officers, employees, or agents;
(e) Any option to purchase, or other right to acquire, stock of any class
of Corporation granted by Corporation to any person;
(f) Any employment, bonus, or deferred compensation agreement entered into
between Corporation and any of its directors, officers, or other employees or
consultants;
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(g) Any issuance of capital stock of any class by Corporation;
(h) Any indebtedness incurred by Corporation for borrowed money or any
commitment to borrow money entered into by Corporation or any guaranty given by
Corporation;
(i) Any amendment to Corporation's articles of incorporation or bylaws; or
(j) Any other change in the way the Corporation conducts its business.
3.9 Permits, Licenses and Franchises. Corporation has obtained all
necessary permits, licenses, franchises, and other authorizations and has
complied with all laws applicable to the conduct of its business in the manner
and in the areas in which business is presently being conducted; and all such
permits, licenses, franchises, and authorizations are valid and in full force
and effect. Corporation has not engaged in any activity that would cause
revocation or suspension of any such permits, licenses, franchises, or
authorizations; no action or proceeding looking to or contemplating the
revocation or suspension of any of them is pending or threatened; and no
approvals or authorizations will be required after the Closing to permit Buyer
to conduct Corporation's business as presently conducted.
3.10 Judgments, Decrees or Orders Restraining Business. Corporation is not
a party to or subject to any judgment, decree, or order entered in any suit or
proceeding brought by any governmental agency or by any other person, enjoining
Corporation with respect to any business practice, the acquisition of any
property, or the conduct of business in any area. Corporation has never been
named defendant in any judicial or arbitration proceeding. In addition, no
judicial or arbitration proceeding is currently pending or threatened against
Corporation, other than any claims related to unpaid payroll taxes, all of which
Corporation specifically confirms will remain its sole responsibility after the
Closing, together with all liabilities other than those specifically included in
the Assumed Obligations.
3.11 Insurance. During each of the past five fiscal years, Corporation has
been adequately insured by financially sound and reputable insurers with respect
to personal injury claims and all other risks normally insured against, in
amounts normally carried by companies similarly situated; all such policies are
in full force and effect and will remain in effect after the Closing Date with
respect to any claims arising on or prior to the Closing Date; all premiums due
on such policies have been fully paid; and no notice of cancellation or
termination has been received with
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respect to any policy.
3.12 Disclosure. No representation or warranty by Corporation or Xxxxxxxx
in this Agreement and no statement by Corporation, or any executive officer or
other person contained in any document, certificate, or other writing furnished
by or on behalf of Corporation to Buyer in connection with this transaction,
contains or will contain any untrue statement of material fact, or omits or will
omit to state any material fact necessary to make it not misleading or necessary
to fully provide the information required to be provided in the document,
certificate, or other writing. Corporation, its sole shareholder, and its
officers and directors have no knowledge of any existing fact, matter or
threatened event relating to its business which is not disclosed herein and
which may have a materially adverse effect upon the results of operations,
liabilities, assets, prospects, business or condition, financial or otherwise,
of Buyer after the Closing. Without limiting the generality of the foregoing,
Corporation, its shareholders and its officers and directors have no reason to
believe that any of Corporation's existing referral sources will refer fewer
patients and clients to Buyer after the Closing Date or that Corporation's
existing patients and clients will not use the services of Buyer after the
Closing Date for any reason other than their not needing further medical care at
such time.
3.13 Powers of Attorney. Corporation has no powers of attorney outstanding
other than those issued in the ordinary course of business with respect to
insurance, tax, and customs matters.
3.14 No Violation of Other Instruments. The execution and delivery of this
Agreement do not, and the consummation of the transactions contemplated hereby
will not, (1) violate any provision of Corporation's articles of incorporation
or bylaws; (2) violate any provision of, or result in the acceleration of any
obligation under, or result in the imposition of any lien or encumbrance on any
Transferred Assets pursuant to the terms of, any mortgage, note, lien, lease,
franchise, license, permit, agreement, instrument, order, arbitration award,
judgment, or decree; (3) result in the termination of any license, franchise,
lease, or permit to which Corporation is a party or by which Corporation is
bound; or (4) violate or conflict with any other restriction of any kind or
character to which Corporation is subject. Corporation's board of directors and
shareholders will take any additional actions required by law or by
Corporation's articles of incorporation or bylaws, or otherwise necessary to
authorize the execution, delivery and performance of this Agreement.
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3.15 Contracts. Corporation is not in default under any of the Listed
Contracts, has not committed any acts which, with the giving of notice would
give rise to a default thereunder, and has not received notice that any party to
any of such Listed Contracts intends to cancel, terminate or seek a modification
of any of them. All Listed Contracts are valid, in full force and effect and are
assignable to Corporation and, subject to the effect of bankruptcy, insolvency
or similar laws affecting the rights of creditors' generally, will remain
binding in accordance with their terms after the Closing.
3.16 Systems Facility Data. The "Sportstherapy Systems Facility Data"
attached as Schedule 3.16 is true and correct in all respects and there has been
no material change in the comparable data for the May 1 through June 30, 1997
period.
ARTICLE FOUR
4.0 Buyer's Representations and Warranties. Buyer represents and warrants
to Corporation as follows:
4.1 Organization and Standing of Buyer. Buyer is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
California.
4.2 Corporate Power and Action. Buyer has the corporate power to execute
and deliver this Agreement and has taken (or by the Closing Date will have
taken) all actions required by law, its articles of incorporation, its bylaws,
or otherwise, to authorize the execution and delivery of this Agreement. This
Agreement is a valid and binding obligation of Buyer.
4.3 No Violation of Other Instruments. The execution and delivery of this
Agreement do not, and the consummation of the transactions contemplated hereby
will not, (1) violate any provision of the articles of incorporation or bylaws
of Buyer; (2) violate any material provision of or result in the acceleration of
any material obligation under any mortgage, note, lien, lease, franchise,
license, permit, agreement, instrument, order, arbitration award, judgment, or
decree to which Buyer is a party or by which it is bound; (3) result in the
termination of any material license, franchise, lease, or permit to which Buyer
is a party or by which either is bound; or (4) violate or conflict with any
other material restriction of any kind or character to which Buyer is subject.
ARTICLE FIVE
5.0 Conditions Precedent to Buyer's Obligation to Close. Buyer's
obligation to consummate the purchase and sale is subject
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to the satisfaction, on or before the Closing Date, of the following conditions:
5.1 Performance of Acts and Undertakings of Corporation. Each of the acts
and undertakings of Corporation to be performed on or before the Closing Date
pursuant to the terms of this Agreement shall have been duly performed.
5.2 Certified Resolutions. Corporation shall have furnished Buyer with a
copy, certified by Corporation's secretary, of (1) a resolution or resolutions
duly adopted by Corporation's board of directors and shareholder authorizing and
approving this Agreement, and the execution of the documents and completion of
transactions contemplated hereby.
5.3 Continued Accuracy of Corporation's Representations and Warranties.
All of the representations and warranties of Corporation contained in this
Agreement, including in the Schedules attached hereto, shall be true in every
respect on and as of the Closing Date, with the same effect as though such
representations and warranties had been made on and as of that date; and Buyer
shall have received at the Closing a certificate, dated the Closing Date and
executed by the president or a vice president of Corporation, containing a
representation and warranty to that effect.
5.4 Consents. All consents of other parties to mortgages, notes, leases,
franchises, agreements, licenses, and permits of Corporation necessary to permit
consummation of the transactions contemplated hereby shall have been obtained.
5.5 Employment Agreements. As of the Closing Date, Buyer will have no
liability to any executive or other employees of Corporation or to any tax or
other governmental authorities with respect to any employment of such employees
by Corporation on or prior to the Effective Date.
ARTICLE SIX
6.0 Conditions Precedent to Corporation's Obligation to Close.
Corporation's obligation to close is subject to the satisfaction on or prior to
the Closing Date of the following conditions:
6.1 Performance of Acts and Undertakings by Buyer. Each of Buyer's acts
and undertakings to be performed on or before the Closing Date pursuant to this
Agreement shall have been performed.
6.2 Certified Resolutions. Buyer shall have furnished
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Corporation with certified copies of resolutions duly adopted by the board of
directors and shareholder of Buyer authorizing and approving the execution and
delivery of this Agreement and the consummation of the transactions contemplated
by this Agreement.
6.3 Continued Accuracy of Buyer's Representations and Warranties. The
representations and warranties of Buyer contained in this Agreement shall be
true on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of that date; and
Corporation shall have received at the Closing a certificate, dated the Closing
Date and executed on behalf of Buyer by its president or any vice president,
containing a representation and warranty to that effect.
ARTICLE SEVEN
7.0 Buyer's Investigation. Prior to the Closing Date, Buyer may directly
or through its representatives make such investigation of the assets and
business of Corporation (including, without limitation, confirmation of its
accounts, accounts receivable and liabilities, and investigation of its titles
to and the condition of its assets and equipment) as Buyer deems necessary or
advisable. The investigation shall not limit or otherwise affect (1)
Corporation's representations and warranties contained or provided for in this
Agreement, (2) Buyer's right to rely on those representations and warranties, or
(3) Buyer's right to terminate this Agreement as provided in this Article Seven
and in Article Nine. Corporation shall allow Buyer and its representatives full
access, at reasonable times after the date of execution of this Agreement, to
the premises and to all the books, records, and assets of Corporation, and
Corporation's officers shall furnish to Buyer such financial and operating data
and other information with respect to the business and Transferred Assets of
Corporation as Buyer shall from time to time reasonably request. Buyer agrees
not to disclose any confidential information obtained in the course of its
investigation or use it for any purposes other than evaluation of Corporation
with respect to the contemplated purchase of the Transferred Assets and
assumption of the Assumed Obligations.
7.1 Notice. As soon as practicable, and in any event within 20 days after
the receipt of any supporting documentation requested by Buyer, Buyer shall give
Corporation notice if Buyer has decided that it wishes to terminate this
Agreement based on any information obtained during the course of its
investigation. The notice shall specify the information obtained during the
investigation on which Buyer's decision to terminate is based. Corporation shall
have 10 days after the receipt of the notice to review that information with
Buyer. If Buyer does not withdraw
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its notice within this 10 day period, then all further obligations of Buyer and
of Corporation under this Agreement shall terminate without further liability of
Buyer to Corporation or of Corporation to Buyer, except their respective
obligations to return documents as provided in Article Nine. If Buyer does not
advise Corporation within the 20 day period specified in the first sentence of
this subparagraph that it wishes to terminate this Agreement, Buyer shall be
deemed to be satisfied with the information relating to Corporation obtained
during the course of its investigation, subject to Buyer's rights concerning the
continued accuracy of Corporation's warranties and representations set forth in
Article Five, Paragraph 5.3.
ARTICLE EIGHT
8.0 Survival of Representations, Warranties and Indemnities. No
representations or warranties whatever are made by any party except as
specifically set forth in this Agreement (including in the Schedules hereto), or
in an instruments, certificate, opinion, or other writing provided for in this
Agreement. All statements contained in any of these instruments, certificates,
opinions, or other writings will be considered to be representation and
warranties under this Agreement. The representations, warranties, and
indemnities made by the parties in this agreement or in instruments,
certificates, opinions, or other writings provided for in this Agreement to be
performed or complied with by the respective parties under it before the Closing
Date, will be continuing and will survive the Closing, but will expire on the
first anniversary of the Closing Date, unless a specific claim in writing with
respect to these matters has been made, or an action at law or in equity has
been commenced or filed, before that date. Nothing in this paragraph will affect
the obligations and indemnities of the parties with respect to covenants and
agreements contained in this agreement that are permitted to be performed, in
whole or in part, after the Closing Date, including, without limitation, the
representations in paragraph 3.5 regarding accounts receivables, which will not
expire until December 31, 1998, unless a claim or action with respect thereto
has been made or filed by such date.
ARTICLE NINE
9.0 Grounds for Termination. In addition to the termination rights
provided for in Article Seven, this Agreement and the transactions contemplated
under this Agreement may be terminated at any time prior to the Closing Date,
either before or after the meeting of Corporation's shareholders:
(a) By mutual consent of Buyer and Corporation;
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(b) By Buyer if there has been a material misrepresentation or a material
breach of warranty in Corporation's representations and warranties set forth in
this Agreement, including in any Schedule or certificate delivered pursuant to
this Agreement, it being understood that any failure by Corporation to have the
pro-forma Stockholders' Equity as of the Closing required by paragraph 3.3,
shall be deemed material;
(c) By Corporation if there has been a material misrepresentation or a
material breach of warranty in Buyer's representations and warranties set forth
in this Agreement;
(d) By Buyer or Corporation if either party shall have determined in its
sole discretion that the transactions contemplated by this Agreement have become
inadvisable or impracticable by reason of the institution or threat of
institution, by governmental authorities (local, state, or federal) or by any
other person, of material litigation or proceedings against either or both of
the parties, it being understood and agreed that a written request by
governmental authorities for information with respect to the proposed
transactions, which information could be used in connection with such litigation
or proceedings, may be deemed by Buyer or Corporation to be a threat of material
litigation or proceedings, whether such request is received before or after the
date of this Agreement;
(e) By Buyer if it has determined that the business, assets, or financial
condition of Corporation, taken as a whole, have been materially and adversely
affected, whether by reason of changes, developments, or operations in the
ordinary course of business or otherwise;
(f) By Corporation or by Buyer if the Closing Date has not occurred by
July 31, 1997.
9.1 Right to Proceed. In the event that this Agreement is terminated
pursuant to this Article Nine or Article Seven, or because of the failure to
satisfy any of the conditions specified in Article Five or Article Six, all
further obligations of Buyer and of Corporation under this Agreement shall
terminate without further liability of Buyer to Corporation or Corporation to
Buyer, except for the obligations of both parties under Article Seven and of
Buyer under Paragraph 9.2 of this Article Nine; provided, however, anything in
this Agreement to the contrary notwithstanding, that if Corporation fails to
furnish any of the documents referred to in Article Seven or fails to satisfy
any of the conditions specified in Article Five, Buyer shall nonetheless have
the right, in its discretion, to proceed with the transactions contemplated by
this Agreement, and if Buyer fails
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to satisfy any of the conditions specified in Article Six, Corporation shall
nonetheless have the right, in its discretion, to proceed with the transactions
contemplated by this Agreement.
9.2 Return of Corporation's Documents in Event of Termination. In the
event of the termination of this Agreement for any reason, Buyer will return to
Corporation all documents, work papers, and other materials (including copies)
relating to the transactions contemplated by this Agreement, whether obtained
before or after execution of this Agreement. Buyer will not use any information
so obtained for any purpose, and will take all practicable steps to have such
information kept confidential.
ARTICLE TEN
10.0 Public Announcement. Neither Buyer nor Corporation, without the
consent of the other, shall make any public announcement or issue any press
release with respect to this Agreement or the transactions contemplated by it,
which consent shall not be unreasonably withheld.
ARTICLE ELEVEN
11.0 Covenant to Operate in Ordinary Course. Between the date of this
Agreement and the Closing Date, Corporation shall operate its business only in
the ordinary course and in a normal manner consistent with past practice. During
this period, Corporation shall not encumber any asset or enter into any
transaction or make any commitment relating to its assets or business otherwise
than in the ordinary course of its business (consistent with its prior
practices), or take any action that would render inaccurate any representation
or warranty contained in this Agreement or would cause a breach of any other
covenant under this Agreement, without first obtaining the written consent of
Buyer.
11.1 Network and Managed Care Contracts. After the Closing, Corporation
shall use its best efforts to have all of its network and managed care contracts
assigned to Buyer.
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ARTICLE TWELVE
12.0 Governing Law; Successors and Assigns: Counterparts; Entire
Agreement. This Agreement (a) shall be construed under and in accordance with
the laws of the State of California; (b) shall be binding on and shall inure to
the benefit of the parties to the Agreement and their respective successors and
heirs; (c) 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 shall have been signed and delivered by each of the parties;
and (d) embodies the entire agreement and understanding, superseding all prior
agreements and understandings between the parties relating to the subject matter
of this Agreement.
12.1 Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice is
to be given, or on the fifth day after mailing if mailed to the party to whom
notice is to be given, by first class mail, registered or certified, postage
prepaid, and properly addressed as follows:
To Corporation at: 00000 Xxxx Xxxxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxxxx 00000
To Buyer at: 00000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx
00000
Any party may change its address for purposes of this paragraph by giving the
other parties written notice of the new address in the manner set forth above.
12.2 Severability. If any term or provision of this Agreement is
unenforceable for any reason, all other terms and provisions shall continue in
effect to the fullest extent permitted by law.
12.3 Indemnity to Buyer. Corporation and Xxxxxxxx hereby jointly and
severally indemnify and agree to hold Buyer and its officers, directors,
employees, agents, parents, and affiliates harmless from and against all claims,
losses, damages, costs, diminutions in value, liabilities, proceedings,
deficiencies or expenses, including without limitation, interest, penalties and
reasonable accounting fees and other costs and amounts paid in investigation or
settlement of any of the foregoing (individually "Claim" and collectively the
"Claims") (i) incurred in connection with, or arising out of or relating to the
breach of any representation, warranty or other agreement or obligation of
Corporation or Xxxxxxxx pursuant to this Agreement; (ii) arising
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from any liabilities or obligations (including without limitation, tax
liabilities) not specifically assumed by Buyer as part of the Assumed
Obligations, or (iii) relating to the Transferred Assets.
12.4 Indemnity to Corporation. Buyer hereby indemnifies and agrees to hold
Xxxxxxxx and Corporation and its officers, directors, employees, agents and
affiliates harmless from and against all Claims incurred in connection with or
arising out of or relating to Buyer's breach of any representation, warranty or
other agreement or obligation pursuant to this Agreement.
12.5 Amendments. This Agreement may be amended only by the written
agreement of all parties hereto.
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by its duly authorized officers, all as of the day and
year first above written.
SPORTSTHERAPY SYSTEMS, INC.,
a California corporation
By: /s/ Xxxxx Xxxxxxxx
--------------------------------------
President
HFA SERVICES, INC.
a California corporation
By: /s/ Xxxxxxx X'Xxxxx
--------------------------------------
Chief Financial Officer
By: /s/ Xxxxx Xxxxxxxx
--------------------------------------
Xxxxx Xxxxxxxx
