Exhibit 3.25
ARTICLES OF ORGANIZATION
The undersigned, with the intention of creating a Maryland Limited Liability Company files the following Articles of Organization:
(1) The name of the Limited Liability Company is:
Berlin Radiation Therapy Treatment Center, LLC
(2) The purpose for which the Limited Liability Company is filed is as follows:
to provide radiation oncology services and other services in connection therewith
(3) The address of the Limited Liability Company in Maryland is
314 Franklin Avenue, Suite 200, Berlin, Maryland 21811
(4) The resident agent of the Limited Liability Company in Maryland is
CSC-Lawyers Incorporating Service Company
whose address is 11 East Chase Street, Baltimore, MD 21202
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| CSC-Lawyers Incorporating Service Company | ||
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(5) |
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| (6) By: | /s/ Bonnie H. Yerry |
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| Resident Agent |
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| Bonnie H. Yerry, Assistant Secretary |
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/s/ Darren Kelly |
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Authorized Person(s) |
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Filing party’s return address:
(7) c/o? Garfunkel, Wild & Travis |
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111 Great Neck Road |
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Great Neck, NY 11021 |
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STATE OF MARYLAND
I hereby certify that this is a true and complete copy of the 2 page document on file in this office. DATED: 3-31-10
STATE DEPARTMENT OF ASSESSMENTS AND TAXATION
By: | /s/ Authorized Signatory | , Custodian |
This stamp replaces out previous certification system. Effective: 6/95
CORPORATE CHARTER APPROVAL SHEET
**EXPEDITED SERVICE** ** KEEP WITH DOCUMENT **
DOCUMENT CODE 40 BUSINESS CODE ?? |
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Close Stock Nonstock |
| 1000361990054554 |
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P.A. Religious |
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Merging (Transferor) |
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| ID # W10342749 ACK # 1000361990054554 |
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| LIBER: B00734 FOLIO: 0738 PAGES: 0002 |
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| BERLIN RADIATION THERAPY TREATMENT CENT |
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Surviving (Transferee) |
| 12/08/2004 AT 12:40 P WD # 0000982085 |
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| New Name |
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FEES REMITTED
Base Fee: | ?? |
| o Change of Name |
Org. & Cap. Fee: |
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| o Change of Principal Office |
Expedite Fee: | 50 |
| o Change of Resident Agent |
Penalty: |
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| o Change of Resident Agent Address |
State Recordation Tax: |
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| o Resignation of Resident Agent |
State Transfer Tax: |
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| o Designation of Resident Agent |
Certified Copies |
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| and Resident Agent’s Address |
Copy Fee: |
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| o Change of Business Code |
Certificates |
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Certificate of Status Fee: |
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| o Adoption of Assumed Name |
Personal Property Filings: |
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Other: |
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| o Other Change(s) |
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TOTAL FEES: | 150 |
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Credit Card o Check x Cash o |
| Code 604 | |
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1 Documents on 1 Checks |
| Attention: | |
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Approved By: Authorized Signatory |
| Mail to Address: | |
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Keyed By: |
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COMMENT(S): |
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| CUST ID : 0001533031 |
RESIDENT AGENT’S NOTICE OF CHANGE OF ADDRESS
I Certify that I, CSC- Lawyers Incorporating Service Company,
am the resident agent of & NOW YOU KNOW ENTERPRISES, LLC
(Name of Entity)
(See attached list for additional entities)
organized under the laws of . My address as resident
(State)
agent has changed from | 11 East Chase Street |
| Baltimore, MD 21202 |
to | 7 St. Paul Street, suite 1660 |
| Baltimore, MD 21202. |
o (CHECK IF APPLICABLE) The old and new addresses of the resident agent are also the old and new addresses of the principal office of this entity in Maryland.
The above named entity has been advised by me in writing of this change.
| CSC-Lawyers Incorporating Service Company |
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| /s/ John H. Pelletier |
| Resident Agent |
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| JOHN H. PELLETIER |
| ASST. VICE PRESIDENT |
Mail to: | State Department of Assessments & Taxation | |
| 301 W. Preston Street | CUST ID: 0001876809 |
| Room 801 | WORK ORDER: 0001319847 |
| Baltimore, MD 21201-2395 | DATE: 11-20-2006 09:24 AM |
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| AMT. PAID: $80,000.00 |
STATE OF MARYLAND
I hereby certify that this is a true and complete copy of the 3 page document on file in this office. DATED: 3-31-10.
STATE DEPARTMENT OF ASSESSMENTS AND TAXATION
By: | /s/ Authorized Signatory | , Custodian |
this stamp replaces out previous certification system. Effective: 6/95
RUN DATE: 11/28/2006 TIME: 06.27.06 |
| STATE OF MARYLAND DEPARTMENT OF ASSESSMENTS AND TAXATION MASS RESIDENT AGENT ADDRESS UPDATE FOR CSC-LAWYERS INCORPORATING SERVICE COMPANY | PROGRAM: KASRACSC PAGE 020 |
DEPT ID. |
| ENTITY NAME |
W06552442 |
| BEACHWOOD PLACE, LLC |
Z11264587 |
| BEACON HILL STAFFING GROUP, LLC |
P10671535 |
| BEACON RESIDENTIAL MANAGEMENT LIMITED PARTNERSHIP |
Z06914899 |
| BEAMHIT, LLC |
W10292035 |
| BEAN & ASSOCIATES, LLC |
D11262963 |
| BEAR & CAT TRUCKING, INC. |
F05233952 |
| BEAR CRESK STORES, INC. |
F05636089 |
| BEARINGPOINT, INC. |
F07700107 |
| BEAUTY & BRAIDS SALON, INC. |
W06290027 |
| BEAZER CLARKSBURG, LLC |
P05145941 |
| BEAZER HOMES CORP. |
F05178629 |
| BEAZER MORTGAGE CORPORATION |
F06737977 |
| BECKER & ASSOCIATES CONSULTING, INC. |
F06988760 |
| BED ROCK, INC. |
Z06414148 |
| BEDHINSTER CAPITAL FUNDING CORPORATE DRIVE, LLC |
Z06414130 |
| BEDHINSTER CAPITAL FUNDING PROFESSIONAL PLACE, L.L.C. |
P10620326 |
| BEELINE OPERATIONS CORP. |
D05927101 |
| BEL AIR HOSTING & DESIGN, INC. |
F10680?33 |
| BELDEN CDT NETWORKING, INC. |
W11577655 |
| BELL FAMILY FOODS, LLC |
W11265543 |
| BELL'S LANDSCAPING & HOME IMPROVEMENT, LLC |
W11040193 |
| BELLMONT SPEECH-LANGUAGE PARTNERS, LLC |
F10724821 |
| BELSNICKEL ENTERPRISES, INC. |
W11393420 |
| BELT RUS, LLC |
P06919229 |
| BELTWAY ACQUISITION CORPORATION |
Z06979215 |
| BELTWAY DISPOSAL SERVICES LLC |
W12060868 |
| BELTWAY INVESTMENTS GROUP, LLC |
Z11289303 |
| BENCHMARK RECEIVABLES MANAGEMENT, LLC |
?04572533 |
| BENECARD SERVICES, INC. |
?10852721 |
| BENEFIT ADMINISTRATIVE SYSTEMS, L.L.C. |
?07553621 |
| BENEFIT COSMETICS LLC |
F10382638 |
| BENEFIT RESOURCING, INC. |
?06943021 |
| BENEFITNATION, INC. |
F04856662 |
| BE??SIGHT, INC. |
D11491172 |
| BE??SYLE MORTGAGE INC. |
W10888816 |
| BENNETT CARPENTRY, LLC |
D04524476 |
| BENNINGTON CORPORATE CENTER ASSOCIATION, INC. |
B07195621 |
| BENSON PARK BUSINESS TRUST |
Z07782436 |
| BERSON SETTLEMENT COMPANY LLC |
F06208631 |
| BENTERRA CORPORATION |
F04439691 |
| BERGEN MULTIFAMILY, INC. |
F04845913 |
| BERKS CREDIT & COLLECTIONS, INC. |
Z10961696 |
| BERKS MORTGAGE SERVICES, LLC |
Z10375608 |
| BERKSHIRE PROPERTY ADVISORS, L.L.C. |
W10342749 |
| BERLIN RADIATION THERAPY TREATMENT CENTER, LLC |
?06001069 |
| BERLINER COMMUNICATIONS, INC. |
F05731658 |
| BERLITZ LANGUAGES, INC. |
M01833003 |
| BERMAN ENTERPRISES II LIMITED PARTNERSHIP |
D10345403 |
| BEROVIDES REAL ESTATE SERVICES, INC. |
F05560578 |
| BERRYVILLE GRAPHICS, INC. |
Z115536?2 |
| BERT??SMANN MUSIC GROUP LLC |
W07444219 |
| BERYLONYX 6312, LLC |
CORPORATE CHARTER APPROVAL SHEET
** KEEP WITH DOCUMENT **
DOCUMENT CODE 82 BUSINESS CODE |
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# W11297900 |
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Close Stock Nonstock |
| 10003?1993931520 |
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P.A. Religious |
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Merging (Transferor) |
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| ID # W11287900 ACK # 10003?1993931520 |
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| LIBER: ?01035 FOLIO: 1509 PAGES: 0185 |
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| & NOW YOU KNOW ENTERPRISES, LLC |
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Surviving (Transferee) |
| 11/20/2006 AT 09:24 A W? ? 0001319847 |
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| New Name |
FEES REMITTED
Base Fee: | 25 |
| o Change of Name |
Org. & Cap, Fee: |
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| o Change of Principal Office |
Expedite Fee: |
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| o Change of Resident Agent |
Penalty: |
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| x Change of Resident Agent Address |
State Recordation Tax: |
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| o Resignation of Resident Agent |
State Transfer Tax: |
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| o Designation of Resident Agent |
Certified Copies |
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| and Resident Agent's Address |
Copy Fee: |
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| o Change of Business Code |
Certificates |
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Certificate of Status Fee: |
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| o Adoption of Assumed Name |
Personal Property Filings: |
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Mail Processing Fee: |
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Other: |
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| o Other Change(s) |
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TOTAL FEES: | 25 |
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Credit Card o Check o Cash o |
| Code 049 | |
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Documents on Checks |
| Attention: | |
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Approved By: 012 |
| Mail: Name and Address | |
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| CSC-LAWYERS INCORPORATING SERVICE COMPAN | |
Keyed By: |
| 7 ST, PAUL STREET, SUITE 16?0 | |
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| BALTIMORE MO 21202 | |
COMMENT(S): |
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| Stamp Work Order and Customer Number HERE | |
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| CUST ID: 0001878809 WORK ORDER: 0001319847 DATE: 11-20-2008 09:24 AM AMT. PAID: $?0,000,00 |
EXECUTION COPY
| RECEIVED |
| DEPARTMENT OF |
| ASSESSMENT & TAXATION |
ARTICLES OF SALE AND TRANSFER
ARTICLES OF SALE AND TRANSFER entered into this 3rd day of July, 2007 by and between SCOTT A. EDWARDS, M.D. & ASSOCIATES, P.A., a Maryland corporation (the “Transferor”), and BERLIN RADIATION THERAPY TREATMENT CENTER, LLC, a Maryland limited liability company (the “Transferee”).
THIS IS TO CERTIFY:
FIRST: The Transferor does hereby agree to sell, assign and transfer substantially all of its property and assets to the Transferee, its successors and assigns, as hereinafter set forth.
SECOND: The name, post office address and principal place of business of the Transferee is: 2234 Colonial Boulevard, Fort Myers, Florida 33907.
THIRD: The name and state of incorporation/formation of each entity party to these Articles of Sale and Transfer are as follows:
a. The Transferor is Scott A. Edwards, M.D. & Associates, P.A., a corporation organized under the general laws of the State of Maryland.
b. The Transferee is Berlin Radiation Therapy Treatment Center, LLC, a limited liability company organized under the general laws of the State of Maryland.
FOURTH: The principal office of the Transferor is in the County of Wicomico, State of Maryland. The only county in which the Transferor owns property, the title to which could be affected by the recording of an instrument among the land records, is: NONE.
FIFTH: The location of the principal office of the Transferee in the State of Maryland is 314 Franklin Avenue, Berlin, Maryland. The only county in which the Transferee owns property, the title to which could be affected by the recording of an instrument among the land records, is: NONE.
STATE OF MARYLAND
I hereby certify that this is a true and complete copy of the 7 page document on file in this office. DATED: 3-31-10
STATE DEPARTMENT OF ASSESSMENTS AND TAXATION
BY: | /s/ Authorized Signatory | , Custodian |
This stamp replaces our previous certification system. Effective: 6/95
SIXTH: The Board of Directors of the Transferor, by unanimous written informal action signed by all the members thereof filed with the minutes of the proceedings of the Board of Directors of the Transferor, duly adopted a resolution declaring that the sale, assignment and transfer of substantially all the assets of the Transferor pertaining or related to providing radiation oncology services as herein set forth is advisable and directing that these Articles of Sale and Transfer be submitted for action thereon to the stockholders of the Transferor by unanimous written informal action, all in the manner and by the vote required by the Corporations and Associations Article of the Annotated Code of Maryland and the Charter of the Transferor.
A unanimous written informal action setting forth approval of these Articles of Sale and Transfer was signed by all of the stockholders of the Transferor entitled to vote thereon, and such unanimous written informal action is filed with the minutes of the proceedings of the Stockholders of the Transferor, all in the manner and by the vote required by the Corporations and Associations Article of the Annotated Code of Maryland and the Charter of the Transferor.
SEVENTH: The sole member of the Transferee, by written consent, duly authorized and adopted a resolution approving these Articles of Sale and Transfer.
EIGHTH: In consideration of the payment to the Transferor of Sixteen Million One Hundred Thousand Dollars ($16,100,000.00) in accordance with the terms and conditions of that certain Asset Purchase Agreement by and between Transferee and Transferor dated May 24, 2007 (the “Agreement”), the Transferor does hereby bargain, sell, deed, grant, convey, transfer, set over and assign to the Transferee, its successors and assigns, all of the assets as set forth in the Agreement.
NINTH: These Articles of Sale and Transfer are executed, acknowledged, sealed and delivered in the State of Maryland by the Transferor, a Maryland corporation, and the Transferee, a Maryland limited liability company, and it is accordingly understood and agreed that these Articles of Sale and Transfer shall be construed in accordance with the law applicable to contracts made and entirely to be performed within the State of Maryland.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, Transferor and Transferee, parties to these Articles of Sale and Transfer, have caused these Articles of Sale and Transfer to be signed and acknowledged, in their respective names and on behalf of each entity, parties to these Articles of Sale and Transfer, by their respective president or authorized member and attested by their respective secretary or witness as of this 3rd day of July, 2007.
ATTEST: |
| SCOTT A. EDWARDS, MD. & ASSOCIATES, | |||
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/s/ Authorized Signatory |
| By: | /s/ Scott A. Edwards, M.D. | ||
| , Secretary |
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| Name: | Scott A. Edwards, M.D. |
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| Title: | President | |
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| BERLIN RADIATION THERAPY | |||
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| TREATMENT CENTER, LLC | |||
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/s/ Authorized Signatory |
| By: | /s/ David N.T. Watson | ||
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| Name: | David N.T. Watson | |
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| Title: | Executive Vice President | |
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| and Chief Financial Officer | |
| CUST ID: 0002083027 |
| WORK ORDER: 0001526065 |
| DATE: 02-05-2008 12:43 PM |
| AMT. PAID: $100.00 |
ARTICLES OF SALE AND TRANSFER
SIGNATURE PAGE
THE UNDERSIGNED, an authorized officer of SCOTT A. EDWARDS, M.D. & ASSOCIATES, P.A., who executed on behalf of said corporation the foregoing Articles of Sale and Transfer, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Sale and Transfer to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.
| /s/ Scott A. Edward, M.D. | |
| Name: | Scott A. Edward, M.D. |
| Title: | President |
THE UNDERSIGNED, an authorized officer of BERLIN RADIATION THERAPY TREATMENT CENTER, LLC, who executed on behalf of said limited liability company, the foregoing Articles of Sale and Transfer, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said limited liability company, the foregoing Articles of Sale and Transfer to be the act of said limited liability company and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.
| By: | /s/ David N.T. Watson | |
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| Name: | David N.T. Watson |
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| Title: | Executive Vice President |
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| and Chief Financial Officer |
ARTICLES OF SALE AND TRANSFER
SIGNATURE PAGE
CORPORATE CHARTER APPROVAL SHEET
** KEEP WITH DOCUMENT **
DOCUMENT CODE 12 BUSINESS CODE |
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Close Stock Nonstock |
| 1000361996121509 |
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P.A. Religious |
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(Transferor) Scott A. Edwards, |
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M.D. & Associates, P.A. |
| ID # D03409002 ACK # 1000361996121509 |
D03489002 (MD) |
| PAGES: 0007 |
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| SCOTT A. EDWARDS, M.D. & ASSOCIATES, P.A. |
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(Transferee) Berwin Radiation |
| 02/05/2008 AT 12:43 P WO # 0001526065 |
Therapy Treatment Center, |
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LLC - W10342749 (MD) |
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| New Name |
| FEES REMITTED |
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Base Fee: | 100 | o Change of Name | ||
Org. & Cap. Fee: |
| o Change of Principal Office | ||
Expedite Fee: |
| o Change of Resident Agent | ||
Penalty: |
| o Change of Resident Agent Address | ||
State Recordation Tax: |
| o Resignation of Resident Agent | ||
State Transfer Tax: |
| o Designation of Resident Agent | ||
Certified Copies |
| and Resident Agent's Address | ||
Copy Fee: |
| o Change of Business Code | ||
Certificates |
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Certificate of Status Fee: |
| o Adoption of Assumed Name | ||
Personal Property Filings: |
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Mail Processing Fee: |
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Other: |
| o Other Change(s) | ||
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TOTAL FEES: | 100 |
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Credit Card o Check x Cash o | Code | |||
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Documents on Checks | Attention: | |||
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Approved By: 2 |
| Mail: Name and Address | ||
| SCOTT A. EDWARDS, M.D. & ASSOCIATES, P.A | |||
Keyed By: |
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| 2234 COLONIAL BLVD. | |
| FORT MYERS FL 33807 | |||
COMMENT(S): |
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| CUST ID: 0002083027 | |||
| WORK ORDER: 0001526065 | |||
| DATE: 02-05-2008 12:43 PM | |||
| AMT. PAID: $100.00 | |||