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EXHIBIT 10.52
December 11, 1996
Mr. Xxxx Xxxxxxxx
President
PDMC
00000 Xxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
RE: Sale of Assets of Fairfield Dental Center, P.A.
Dear Xxxx:
The purpose of this letter is to outline the terms and conditions under
which we, or our assigns, will purchase and Princeton Medical Management
Southeast, Inc., Princeton Dental Management Corporation, and Fairfield Dental
Center, P.A., will sell all of the dental practice assets of the business known
as "Fairfield Dental Center". The following represents our agreement and final
offer which must be accepted by you in writing no later than 3:00 p.m. central
time, December 12, 1996. If not accepted by you by that time, this offer is
revoked:
1. ASSETS. All tangible and intangible assets of the Fairfield
Dental Center dental practice, including but not limited to, equipment,
supplies, inventory, patient lists, patient records, accounts receivable,
business records, employment agreements, furniture, fixtures and supplies all
as a going concern. Accounts receivables collected by you after closing and
related to the practice shall be immediately turned over to us. The executory
contracts included as assets shall all be paid current as of the closing date
and all assets shall be sold free and clear of all liens, claims and
encumbrances. All amounts due and outstanding for the dental laser and
photocopier, and related to periods of time up to and including the closing
date, including but not limited to, all lease payments for said items of
equipment shall be paid in full on or before closing.
2. LIABILITIES. Except as specified below, we will assume no
liabilities of the practice. We will assume obligations accruing after the
closing date under executory contracts with personnel, and will assume
obligations to personnel for paid time off accrued prior to closing. We will
assume lease payment obligations accruing after closing for the dental laser
and photocopier. All debts and liabilities of the practice accrued as of the
closing date will be assumed and paid by you.
3. CERTAIN TAXES. You will pay current as of the date of closing
all tangible and intangible taxes related to the dental practice and its
assets. You will also pay current as of the date of closing, all state and
federal payroll taxes, including but not limited to, Medicare, unemployment,
and Social Security.
4. FRINGE BENEFITS. You will pay current through the date of
closing all accrued but unpaid 401(k) deposits for all employees in the dental
practice. All employment agreements with you will be paid current in all
respects as of closing date, and will be terminated at closing.
5. INSURANCE. You will pay current through the date of closing
all insurance premiums for worker's compensation insurance, disability and
medical insurance for personnel, and overhead
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Mr. Xxxx Xxxxxxxx
December 11, 1996
Page 2
contribution insurance. You will similarly pay current through the date of
closing all premiums related to the building occupied by the practice.
6. BUILDING LEASE. All amounts due under the building lease
currently in existence will be paid current through the date of closing. At
closing, the lease will be terminated.
7. RECORD KEEPING. We will maintain in the ordinary course of
business all prior business records of the practice and provide access to you.
If, after closing, you require access to such records for any purpose, you
shall pay to us the sum of Fifteen and No/100 Dollars ($15.00) per hour per
person employed by us to assist you in compiling, duplicating, and mailing said
records, plus out of pocket duplication or mailing costs.
8. LEGAL FEES. We will each pay our own legal fees incurred by us
in this transaction.
9. PURCHASE PRICE. The purchase price to acquire the assets shall
be a maximum of Four Hundred Seventy-Five Thousand and No/100 Dollars
($475,000.00) in cash or certified funds. In addition, the outstanding amount
of all indebtedness due to Drs. Xxxxxxxx and Xxxxx by you under that certain
acquisition promissory note in the original principal amount of $560,000.00
dated February 28, 1994 (said debt was $441,581.40 as of 8/15/96) shall be
forgiven at closing.
10. ESCROW. The sum of One Hundred Seventy-Five Thousand and No/100
Dollars ($175,000.00), from the purchase price will be placed in escrow with our
attorney, Xxxxxx X. Xxxxxx, P.A. The escrow agent will hold said sum in an
interest bearing account, and all interest will accrue to the benefit of the
escrow account. For tax and banking purposes, you shall be deemed the owner of
the account. Before closing, Buyer and Seller shall reach agreement on a
detailed listing of all accounts payable and debts related to the practice which
are to be paid from the escrow account. The escrow agent shall promptly make
payments of all of said accounts in accordance with the agreed upon listing.
The account payable for Schein shall not be paid by the escrow agent until
authorized by you. After payment of said agreed upon listed debts and accounts
payable, any remaining balance of the escrow account shall continue to be held
in escrow for a period of ninety (90) days following the date of closing. The
purpose of said account will be to secure your obligations under this Agreement,
including but not limited to your indemnification obligations set forth below.
On expiration of said ninety (90) day period, any funds remaining in the escrow
account, less retained funds to meet any then existing claims against the escrow
account, shall be refunded to you.
11. INDEMNIFICATION. You agreed to indemnify and hold us harmless
from and against any and all liabilities, claims, obligations, debts and
accounts payable related to the practice, and any and all costs or expenses,
including reasonable attorney's fees, including those incurred by us in
enforcing this indemnification obligation, as may be incurred by us as a result
of any breach by you of this Agreement. This indemnification obligation shall
be secured by the aforesaid escrow account
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Mr. Xxxx Xxxxxxxx
December 11, 1996
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12. HOUSE ACCOUNT. Between the date hereof and closing, that
certain account at First of America Bank, Account No. 00000000-0000000000 shall
remain open, and you shall make no withdrawals from said account, but rather,
shall continue to fund said account as required to meet drafts against said
account outstanding as of the closing date. All such drafts shall be approved
in advance by you.
13. DUE DILIGENCE. You shall immediately provide us with such
information and records as we shall reasonably request to determine accounts
payable, accounts receivable, liabilities, and other expenses of the practice,
and to determine the nature and existence of the practice assets, executory
contracts, financial affairs and related matters.
14. FINANCING. We are seeking a commitment to borrow from a local
lender the cash portion of the aforesaid purchase price, and this offer is
contingent upon us receiving said commitment. We will apply for and diligently
pursue the acquisition of said financing from a lender of our choosing.
15. CLOSING. Closing shall occur on or before December 20, 1996,
in Pensacola, Florida. Time is of the essence. Failure to close by said date
shall render this Agreement null and void, and of no further force or effect.
If these terms are acceptable to you, please indicate your acceptance
by signing this letter below and returning it to us. Once signed, this letter
shall be legally binding on each of us.
Thank you for your consideration.
Sincerely,
Xxxx Xxxxxxxx, D.D.S.
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Xxxx Xxxxxxxx, D.D.S.
Xxxxxx Xxxxx, D.D.S.
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Xxxxxx Xxxxx, D.D.S.
ACCEPTED BY:
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Xxxx Xxxxxxxx, as President of
the aforesaid Princeton entities
Date:
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