EXHIBIT 6.12
AGREEMENT FOR THE
SALE OF CORPORATE ASSETS
This Agreement For the Sale of Corporate Assets ("the Agreement") is
executed and effective as of the date set forth hereinafter, by and between
MEDIQUIK SERVICES, INC., a Delaware corporation ("Purchaser") and MEDIQUIK
SERVICES, L.L.C., a Nevada limited liability company ("Seller"), for the
purposes, consideration, premises and conditions hereinafter set forth.
WHEREAS, Seller wishes to sell and Purchaser wishes to purchase
certain specified assets of Seller's business on the conditions set forth in
this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and conditions
hereinafter set forth, the parties hereby AGREE as follows:
I.
SALE OF CERTAIN ASSETS
Seller hereby sells, conveys, transfers and/or assigns the following
contracts (known, collectively, as "THE PROVIDER AGREEMENTS"):
1) That one certain "ANCILLARY SERVICES PARTICIPATING PROVIDER
AGREEMENT" (the PPO/EPO Networks), by and between The Seller and
National Healthcare Alliance, dated February 06, 1998;
2) That one certain "PARTICIPATING FACILITY AGREEMENT" by and between
The Seller and Multiplan, Inc., dated February 01, 1998;
3) That one certain "AGREEMENT" by and between The Seller and
IntegraNet Physician Resources, Inc., dated June 17, 1998;
4) That one certain "AGREEMENT" by and between Certus Healthcare,
L.L.C. and The Seller, dated February 20, 1998;
5) That one certain "HEALTHCARE SERVICE ANCILLARY AGREEMENT" by and
between The Seller and USA Managed Care Organization, Inc., dated
April 28, 1998;
6) That one certain "ANCILLARY PROVIDER AGREEMENT", by and between
The Seller and Global Medical Solutions, Inc., dated February 27,
1998; and
II.
ASSUMPTION OF LIABILITIES
2.01 The Purchaser forgives Seller's indebtedness to Purchaser, in
the amount of Sixty-four thousand four hundred four ($64,404.00) dollars, in
connection with sums advanced by Purchaser, on behalf of Seller, totaling
said amount.
2.02 The Purchaser agrees to assume legal responsibility for, and to
pay all obligations of Seller as to those certain Promissory Notes and/or
Debentures, in which The Seller is the Maker/Payor, totaling $160,000.00.
2.03 Purchaser, at its sole cost and expense, also agrees to defend
any claim, case, or action brought against Seller, its officers, directors,
agents or employees arising out of actions to recover sums claimed to be due
and owing as to the Notes.
2.04 Purchaser shall indemnify and hold Seller, its officers,
directors, or employees, harmless from any suits or other actions for the
purpose of seeking to collect monies claimed to be due and owing pursuant to
the Notes, including but not limited to any claim or action brought by the
Payees, their representatives, successors or assigns.
2.05 Purchaser shall pay, or cause to be paid, any resulting
negotiated settlement made by Purchaser or judgment issued by a court of
competent jurisdiction, relating to the Notes.
III.
TRANSFERENCE OF COMMON STOCK
3.01 As partial consideration for the purchase and sale of assets, as
set forth herein, Purchaser shall convey, assign, and otherwise, transfer a
total of Two Million Eight Hundred Sixty Thousand (2,860,000), common shares
of MediQuik Services, Inc. ("the Shares") to Seller or its designees, as set
forth hereinafter.
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IV.
REPRESENTATIONS AND WARRANTIES
4.01 SELLER'S REPRESENTATIONS AND WARRANTIES.
(a) That the Provider Agreements are fully executed and
enforceable;
(b) That the Provider Agreements are fully assignable;
(c) That there are no liens, encumbrances or suits threatened
or filed in relation to the Provider Agreements;
(d) That Seller is a duly organized, validly existing, and in
good standing under the laws of the State of Nevada;
(e) That the assignment of the Provider Agreements and the Notes
has been fully authorized by the board of directors of Buyer
as well as two-thirds (66 2/3 rds) of Buyer's shareholders
eligible to vote as to this transaction;
(f) That the Notes represent debt obligations of the Buyer that
were incurred in the ordinary course of business.
4.02 REPRESENTATIONS AND WARRANTIES OF PURCHASER:
(a) That the Shares are fully authorized, unissued, shares of
common stock of the Purchaser;
(b) That the issuance of the Shares, as contemplated by this
Agreement, is fully authorized by the board of directors
of Buyer;
(c) That the Shares are free and clear of all liens, claims or
encumbrances;
(d) That all applicable state and federal securities laws and
regulations, if any, have been complied with in relation to
the transfer of the Shares;
(e) That Purchaser is a corporation duly organized, validly
existing, and in good standing under the laws of the State
of Delaware;
(f) That, in relation to the Provider Agreements, Purchaser is
ready, willing and able to fulfill the obligations of Seller,
pursuant to the Provider Agreements;
(g) That the assignment of the Provider Agreements and assumption
of the Notes has been fully authorized by the board of
directors of Purchaser.
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V.
GENERAL ADMINISTRATION PROVISIONS
4.01 MULTIPLE ORIGINALS. This Agreement may be executed in multiple
counterparts, and each such counterpart shall be deemed as an original
instrument upon execution of this document.
4.02 CHOICE OF LAW. This Agreement shall be construed and enforced
in accordance with the laws of the State of Texas, and enforceable in Xxxxxx
County, Texas.
4.03 ASSIGNABILITY. Except with written consent of the other, the
rights and obligations under this Agreement are not assignable by the parties to
this agreement or their respective successors, assigns, heirs or legal
representatives.
4.04 NOTICES. Any notice, request, instruction or other
communication required or permitted hereunder shall be deemed to be properly
given when deposited in the United States Mail, postage prepaid, addresses as
follows:
SELLER: MediQuik Services, L.L.C.
Xx. Xxx X. Xxxxxx
General Manager
(at address to be provided)
PURCHASER: MediQuik Services, Inc.
Attn: Xxxxxx X. Xxxxxx, Xx.
General Counsel
000 Xxxxx Xxxx Xxx Xxxx
Xxxxx 000
Xxxxxxx, XX 00000
4.05 ENTIRE AGREEMENT. This Agreement represents the entire
Agreement by and between the parties hereto except as otherwise provided in
this Agreement, and it may not be changed except by duly authorized written
amendment, duly executed by all parties to this Agreement.
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EFFECTIVE as of the 7th day of April, 1998.
PURCHASER SELLER
MediQuik Services, Inc. MediQuik Services, L.L.C.
By: /s/ Grant M. Gables By: /s/ Xxx X. Xxxxxx
--------------------------------- ---------------------------------
Grant M. Gables, its President Xxx X. Xxxxxx, its Gen. Manager
ACKNOWLEDGEMENT
STATE OF TEXAS )(
)(
COUNTY OF XXXXXX )(
This instrument was acknowledged before me on this the 7th day of
April, 1998, by GRANT M. GABLES and XXX X. XXXXXX.
/s/ Xxxxx X. Xxxxx
-----------------------------
NOTARY PUBLIC IN AND FOR
THE STATE OF TEXAS
My Commission expires:
___2-20-00________________
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