1
Exhibit 10.74
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT is executed and delivered this 13th day of
November, 1996, by SOFTEN REALTY, L.L.C., a Delaware limited liability company
("Purchaser").
W I T N E S E T H:
WHEREAS, Purchaser, and Sierra Tucson, Inc. a Delaware corporation,
have entered into that certain Asset Purchase Agreement, dated as of November
13, 1996 (the "Purchase Agreement"), pursuant to which Purchaser has agreed to
purchase substantially all of the assets of Seller for the consideration set
forth therein.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Purchaser hereby agrees as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Purchase Agreement.
2. Assumption of Assumed Liabilities. Purchaser does hereby assume from
Seller the Assumed Liabilities. Purchaser shall perform, satisfy and discharge
all of the Assumed Liabilities in accordance with their terms, effective as of
12:01 a.m. on November 14, 1996.
3. Liabilities Not Assumed. Purchaser is not assuming, and nothing in
this Assumption Agreement shall obligate Purchaser to assume, any liabilities of
Seller or any other Person other than the Assumed Liabilities.
4. Miscellaneous.
(a) The assumption by Purchaser of the Assumed Liabilities
shall in no way expand the rights or remedies of any third party against
Purchaser as compared to the rights and remedies such third party would have had
against Seller had Purchaser not assumed the Assumed Liabilities.
(b) This instrument is being delivered pursuant to the
Purchase Agreement and shall be construed consistently therewith.
2
This instrument is not intended to, and does not in any manner, enlarge,
diminish or modify the rights and obligations of the parties to the Purchase
Agreement.
(c) This instrument shall be governed by and construed in
accordance with the laws of the State of Delaware without reference to the
choice of law provisions thereof.
IN WITNESS WHEREOF, Purchaser has caused this Assumption Agreement to
be duly executed and delivered as of the day and year first above written.
PURCHASER:
SOFTEN REALTY, L.L.C., a Delaware
limited liability company
By: NEXTHEALTH, INC., a Delaware
corporation, Manager
By /s/ Xxx Xxxxxx
_______________________________
Name: Xxx Xxxxxx
Title: Authorized Representative
-2-
