ASSIGNMENT AND ASSUMPTION OF IN-PATIENT AGREEMENT
DCA Medical Services, Inc. (the "Provider") under an Agreement for
In-Hospital Dialysis Services with Columbia Fort Xxxxxx Beach Medical
Center ("Hospital") dated July 1, 1997 ("In-patient Agreement") hereby
sells, assigns and transfers to Renal Care Group of the Southeast, Inc.
("RCGSE") irrevocably and unconditionally, all of the Provider's right,
title and interest and obligations under, in and to the In-Patient
Agreement.
RCGSE hereby accepts the foregoing sale, assignment and transfer of the
In-patient Agreement and agrees to be bound by and faithfully observe and
perform and hereby assumes all of the covenants, stipulations, agreements,
terms and obligations ("Obligations") of and under the In-Patient Agreement
as of the Closing Date of the Asset Purchase Agreement between the parties
("Asset Purchase Agreement"). RCGSE and its parent, Renal Care Group, Inc.
("RCG") hereby indemnify and save Provider, and its successors and assigns,
officers and directors, harmless from any and all claims, demands, actions,
causes of action, suits, proceedings, charges, liabilities, costs and
expenses of every nature whatsoever, including attorney's fees ("Claims"),
which relate to and arise under the In-Patient Agreement on or after the
Closing Date of the Asset Purchase Agreement but not with respect to any
Claims relating to and arising under the In-Patient Agreement prior to the
Closing Date of the Asset Purchase Agreement.
This Assumption is made pursuant to Section 14 of the In-Patient
Agreement, which provides that the sale of substantially all of Provider's
assets is not deemed an assignment provided the succeeding party, to wit,
RCGSE, remains bound by the terms of the In-Patient Agreement, which is the
intent and purpose of this Assumption.
This Assumption may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together will
constitute one and the same instrument.
This Assumption shall be binding upon and inure to the benefit of the
successors and assigns of the parties.
IN WITNESS WHEREOF, the undersigned have caused this Assumption to be
executed by their duly authorized corporate officers as of the date first
written above.
DCA MEDICAL SERVICES, INC.
By: /s/ Xxxx Xxxxxxxxx
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XXXX XXXXXXXXX, President
RENAL CARE GROUP OF THE
SOUTHEAST, INC.
By: /s/ Xxxxxx Xxxxx
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RENAL CARE GROUP, INC.
By: /s/ Xxxxxx Xxxxx
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Dated: October 31, 1997
