Exhibit 10(v)
AGREEMENT FOR SALE AND PURCHASE OF ASSETS
This Agreement for Sale and Purchase of Assets (this "Agreement") is entered
into as of the 30th day of December, 1999 ("Effective Date") by and among
ACCI/AllCare of Pennsylvania, Inc., located at 6133 Bristol Parkway, Suite 240,
Culver City, California 90230 ("Purchaser") and Consolidated Health Corporation
of Pittsburgh, Inc., located at 215 South Negley Avenue, Pittsburgh,
Pennsylvania 15206 ("Seller").
WHEREAS, Purchaser is engaged in the operation and management of
hospitals and clinics; and
WHEREAS, Seller owns and operates a hospital facility located in
Pittsburgh, Pennsylvania ("the Business"); and
WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller all of the assets of the Business, and Purchaser desires to
assume none of the liabilities of the Business.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements, representations and warranties hereinafter contained, and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties do hereby
agree as follows:
1. ASSETS TO BE SOLD AND PURCHASED: Seller hereby agrees to sell, convey,
transfer and deliver to Purchaser, and Purchaser hereby agrees to purchase from
Seller, all of the Assets of Seller (the "Assets") which include, without
limitation, the following:
1.1 REAL ESTATE The property located at 215 South Negley Avenue,
Pittsburgh, Pennsylvania and the buildings and structures located thereon, as
more fully described in Exhibit A, the "Real Estate".
1.2 TANGIBLE ASSETS All tangible property of the Seller, including,
without limitation, machinery, equipment, furniture, cabinets, computer
equipment and peripherals, medical equipment, medical supplies, office supplies,
vehicles, all as more fully set forth in Exhibit B.
1.3 MEDICAL SERVICES CONTRACTS All of Seller's right, title and
interest in contracts or agreements whether oral or written for medical services
between Seller and any employer(s) or their agents including but not limited to
third party administrators, governmental agencies, state, local or other,
insurance companies, managed care groups, medical groups, and contracts or
agreements with any other entities or individuals for the furnishing of medical
or laboratory services by the Seller, as further listed in Exhibit C.
1.4 ACCOUNTS RECEIVABLE All of Seller's account receivable and all
proceeds thereof
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1.5 INTANGIBLE ASSETS All of Seller's contract rights, patient
information, demographics, patient charts, goodwill, files and data, and
company, supplier, vendor, merchant source and operations information and data,
and other intangibles relating to the Seller or its operations, including,
without limitation (a) the names, addresses and-telephone numbers of all
Seller's patients and suppliers, (b) contact persons at the suppliers, (c)
billing data, (d) marketing, advertising and purchasing information, (e) the
right to use the name Pittsburgh Specialty Hospital, and its telephone numbers,
and (f) all licenses, accreditations and certifications relating to Pittsburgh
Specialty Hospital (collectively the "Intangible Assets"). As to all Intangible
Assets, Buyer is purchasing all intangible assets regardless of the form of
media in which the same are stored, whether written, typewritten or on
computers, disks, tapes or otherwise.
2. CONSIDERATION The consideration for the sale, transfer, conveyance, delivery
and assignment of the Assets shall be as follows:
2.1 The Purchaser at Closing shall enter into a mortgage for Three
Million Three Hundred Thousand Dollars ($3,300,000.00) a 30-year mortgage on the
real property, located at 215 S. Negley Avenue, Pittsburgh, Pennsylvania,
payable on the following terms: 360 equal monthly payments at the amount of
$20,465.29 including an interest at 7.25% per annum. Payments shall be required
on the first day of each month, commencing February 15, 2001.
2.2 Seller shall reimburse Purchaser for any and all HCFA withholdings
on a weekly basis.
2.3 Withholdings by HCFA are due to a dispute between the Seller the
Podiatric Foundation and HCFA which remains unresolved and which Purchaser must
take subject by operation of law. Seller shall use its concerted and continuous
best efforts to resolve this dispute.
3. SELLER'S COVENANTS Seller covenants that from and after the date of March 1,
1999 until the Closing Date, it:
3.1 Has operated and utilized the assets of the Seller in the customary
and normal course of business;
3.2 Has maintained the assets of the Seller in as good a state of
operating condition and repair as they were on the date (reasonable wear and
tear excepted for all tangible assets);
3.3 Has not pledged, leased, mortgaged, encumbered, sold, transfer or
disposed of any of the assets of the Seller other than use of supplies in the
normal and ordinary course of business, without the prior written consent of
Purchaser, except those receivables which have been purchased by NCFE;
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3.4 Used best efforts to preserve intact its business organization and
kept available the services of all employees, contracting physicians, agents and
consultants of the Seller, and reserved the goodwill of all suppliers,
employees, patients, customers and others in their business relations with the
Seller;
3.5 Kept in force all policies of insurance covering the assets;
3.6 Did not enter into any contract, commitment, or any contract or
lease for the purchase or lease of equipment, raw materials, supplies or real or
personal property, without Purchaser's prior written consent;
3.7 Conducted its business only in the usual and ordinary course, and
did not change the character of such business or undertake any different
business;
3.8 Conducted its business so that there was no adverse change in the
amount of any of its assets or liabilities;
3.9 Has not terminated or made any amendment or change to any lease,
contract, undertaking or other commitment to which it is a party,
3.10 Has not discharged or satisfied any lien or encumbrance or paid
any obligation or liability (absolute or contingent) other than loans and
current trade liabilities incurred in the ordinary course of business as they
became due; and
3.11 Promptly notified Purchaser of any and all lawsuits, claims,
proceedings and investigations that were brought, asserted, threatened or
commenced against the Seller.
4. SELLER'S REPRESENTATIONS AND WARRANTIES Seller represents and warrants
to Purchaser that:
4.1 The Seller is a corporation which is duly organized, validly
existing and in good standing under the laws of the Commonwealth of Pennsylvania
and has all necessary corporate powers to own assets and carry on its business.
4.2 Seller has the capacity and authority to deliver this Agreement and
other documents to be entered into pursuant to this Agreement. The execution,
delivery and performance by Seller of this Agreement has been duly authorized
and approved by the shareholders and Board of Directors of the Seller. Seller
will present documentation of those corporate actions to Purchaser at Closing.
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4.3 Pittsburgh Specialty Hospital possesses all licenses,
accreditations and certificates of good standing for the operation of a hospital
in the Commonwealth of Pennsylvania, and that all of the above are in good
standing.
4.4 The list of accounts receivable generated by Pittsburgh Specialty
Hospital as set forth in Exhibit D attached hereto is true and correct as of the
date hereof.
4.5 Exhibits A, B, C, and D to this Agreement constitute a complete and
accurate schedule describing and specifying the location of all the assets of
Seller owned by, in the possession of, or used by the Seller, other than the
Seller's Intangible Assets. The Assets listed in Exhibits A, B, C, and D plus
the Seller's Intangible Assets constitute all of the property of Pittsburgh
Specialty Hospital. Seller further warrants that the listed property constitutes
all the property necessary for the conduct of the business of Pittsburgh
Specialty Hospital as it has been conducted;
4.6 The Seller has good marketable title to all its Assets and
interests in the Assets, whether real, personal, mixed, tangible, and
intangible, which constitute all the Assets of the Seller. All the Assets are
free and clear of restrictions on or condition to transfer or assignment, and
free and clear of mortgages, liens, pledges, charges, encumbrances, equities,
claims, easements, rights of way, covenants, conditions or restrictions; except
for those liabilities listed in Section 2.1 above.
4.7 Exhibit E is a list of any and all contracts, agreements, leases,
insurance policies (listing amounts of coverage and deductible pay) that
Purchaser is specifically assuming pursuant to this Agreement. The Seller is not
in default under any listed agreement(s), and the Seller has not previously sold
or assigned any such listed agreement to any other party, and no listed
agreement is currently pledged as collateral;
4.8 Except as stated in Exhibit E, no personal property used by the
Seller in connection with its business is held under any lease, security
agreement, conditional sales contract, or other title retention or security
arrangement, or is located other than in the possession of the Seller;
4.9 As of the date of this Agreement, the Seller has complied with, and
is not in violation of, applicable statutes, laws, regulations or ordinances
governing the accreditation and licensing of hospitals in the Commonwealth of
Pennsylvania.
4.10 There are no suits, actions, liens and encumbrances, arbitrations,
or other legal, administrative or other proceedings; or governmental
investigations pending; or, to the best knowledge of the Seller, threatened
against or affecting the Seller except as disclosed on the Litigation Summary
attached hereto as Exhibit F.
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4.11 The Seller is not engaged in any legal action, claim, lien or
encumbrance to recover money due to, or damages sustained by, it with respect to
the Hospital, except as set forth in Exhibit G attached hereto;
4.12 To the best of the Seller's knowledge and belief, all parties with
whom the Seller has contractual arrangements are in compliance therewith and are
not in default thereunder. The Seller is not in default in any material respect
under any contract to which it is a party or on any obligation owed by it;
4.13 The Seller does not (a) employ any persons other than those
persons listed in Exhibit H attached hereto or (b) have any oral or written
consulting or independent contractor relationship with any other person, company
or corporation, except as stated in such Exhibit H. The compensation of those
individuals listed is also set forth in Exhibit H. Seller acknowledges that
Purchaser has made no representation as to the continued employment of any
employee.
4.14 The Seller's financial statements delivered to Purchaser as set
forth in Exhibit I (the "Financial Statements") are true and complete copies of
the original documents which they represent, are true and accurate in all
material respects, and accurately represent in all material respects the
financial position of the Seller as of their respective dates;
4.15 There has been no adverse change in the financial condition,
liabilities, assets, business, or prospects of the Seller relating to or
affecting the Seller since October 31, 1999, the date of the most recent
financial statement of Seller delivered to Purchaser;
4.16 All business, federal and state payroll, income, sales, use,
withholding Social Security, state disability, unemployment insurance, or
similar tax liabilities of the Seller have been fully satisfied or provided for,
and there are no audits pending by, or disputes with, any tax authority with
respect to any such items;
4.17 The Seller has carried substantial professional malpractice
coverage at all times during their operation of the Hospital, and that such
coverage will continue with respect to all services performed by the Seller and
any of its employees, agents, and independent contractors through and including
the date of this Agreement The Seller has maintained and now maintains insurance
on all its assets and business of a type customarily carried, covering property
damage and loss of income by fire and other casualty, and adequate insurance
protection against all liabilities, claims and risks against which it is
customary to insure (it is the Purchaser's intention to take over the existing
policies referred to above by notifying the insurance carriers of the change of
ownership between the Seller and the Purchaser;
4.18 Neither this Agreement nor any other agreement, written statement
or certificate made or delivered in connection with the Agreement and the
transactions contemplated hereby contains any untrue statement of a material
fact or omits to state a material fact necessary to make the statements herein
or therein not misleading.
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4.19 Seller has complied with any and all bulk sales or bulk transfer
laws in connection with the transactions contemplated by this Agreement.
5. PURCHASER'S REPRESENTATIONS AND WARRANTIES.
5.1 Purchaser is a corporation duly organized, validly existing, and in
good standing under the laws of the Commonwealth of Pennsylvania, and has all
necessary corporate powers to own its assets and carry on its business;
5.2 Purchaser has the capacity and authority to deliver this Agreement
and other documents to be entered into pursuant to this Agreement. The
execution, delivery and performance by Purchaser of this Agreement has been duly
authorized and approved by its shareholders and Board of Directors.
6. FURTHER COVENANTS OF THE SELLER.
6.1 From time to time after the Closing, at Purchaser's request and
expense, Seller shall execute, acknowledge and deliver to Purchaser such other
instruments of conveyance and transfer and shall take such other actions and
execute and deliver such other documents, certifications and further assurances
as Purchaser may reasonably require in order to put Purchaser more fully in
possession of any of the Assets, or to better enable Purchaser to perform. Each
of the parties hereto shall cooperate with the other and execute and deliver to
the other parties hereto such other instruments and documents and take such
other actions as may be reasonably requested from time to time by the other
party hereto as necessary to carry out, evidence, and confirm the intended
purposes of this Agreement and the consummation of the transaction hereunder. In
addition, Seller, at Purchaser's expense, will execute and file or join in the
execution and filing of any and all applications and other documents which may
be necessary in order to obtain the authorization, approval or consent of any
governmental body or agency, whether local, state or federal, or any
quasi-governmental body which may be reasonably required or which Purchaser may
reasonably request in connection with the execution of this Agreement and or
consummation of the transactions contemplated hereby.
7. THE CLOSING.
7.1 CLOSING DATE. The closing of this transaction ("Closing") and the
transfer of the purchased assets shall be held at the offices of Purcell &
Scott, 6035 Memorial Drive, Dublin, Ohio 43017 at 10:00 a.m. on December 30,
1999.
7.2 ITEMS TO BE DELIVERED BY SELLER AT CLOSING Seller shall deliver to
Purchaser the following documents and instruments (to the extent not theretofore
delivered):
(a) A fully executed copy of this Agreement with all Exhibits.
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(b) A deed to the Real Estate;
(c) An assignment of all of Seller's patient lists, medical charts
and records;
(d) A covenant not to compete, in form reasonably satisfactory to
Purchaser;
(e) A bill of sale for, and all other necessary documents to
transfer title to, the Assets (other than the Real Estate).
(f) A complete and accurate set of all books, records and
financial statements regarding the operation of the Seller's
business.
(g) Documentation to show that Seller has complied with all bulk
sales or bulk transfer laws in connection with the transaction
contemplated by this agreement
7.3 CLOSING CONDITIONS
(a) The obligation of Purchaser to purchase the Assets on the
Closing Date shall be subject to satisfaction of the following
conditions on or before the Closing Date:
(1) The representations and warranties of the Seller
stated herein shall be true and correct on the
Closing Date as though made on the Closing Date.
(2) The Seller shall have performed all of the covenants
and obligations, which are required by this
Agreement, to be performed on or before the Closing
Date.
(b) The obligation of Seller to sell the Assets on the Closing
Date shall be subject to satisfaction of the following
conditions on or before the Closing Date:
(1) Purchaser shall have performed all of its
obligations, which are required by this Agreement to
be performed before the Closing Date.
(2) Approval by the Board of Directors of Purchaser for
the acquisition of Assets referred to in this
Agreement.
8. TAX INDEMNITY.
8.1 Except for trade debt, which is to be handled asset forth in
Section 6.2, above, Seller shall indemnify, hold harmless and defend the
Purchaser, its officers, directors, employees, representatives and other agents,
and their successors and assigns from and against, any and all claims, demands,
liabilities, debts, taxes, penalties or interest by or to all persons or
entities (including, without limitation, the Internal Revenue Service, the
Pennsylvania Department of Revenue, the Pennsylvania Franchise Tax Board,
together with reasonable
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attorneys' fees and costs, arising from or relating to (a) the operation of
Seller on or prior to the Closing Date, or (b) any breach of the Seller's
covenants set forth in this Agreement or any inaccuracy of any the Seller's
representations or warranties set forth in this Agreement.
8.2 Purchaser shall indemnify and hold the Seller harmless from, and
defend the Seller against, any and all claims, demands, liabilities and debts by
or to all persons or entities (including, without limitation, the Internal
Revenue Service, the Pennsylvania Franchise Tax Board, and the Pennsylvania
Department of Revenue), together with reasonable attorneys' fees and costs,
arising from or relating to the operation of Pittsburgh Specialty Hospital after
the Closing Date.
9. INDEMNIFICATION.
9.1 BY SELLER. Subject to the terms and conditions of this Article 9,
Seller shall Indemnify, defend and hold harmless Purchaser, and its
shareholders, directors, officers, employees, agents and controlled and
controlling persons (hereinafter collectively "Purchaser's Affiliates") from and
against all Claims asserted against, resulting to, imposed upon, or incurred by
Purchaser, Purchaser's Affiliates or the Purchased Assets directly or
indirectly, for, by reason of, arising out of or resulting from (a) the
inaccuracy or breach or any representation or warranty of Seller contained in or
made pursuant to this Agreement or any Ancillary Document, (b) the breach of any
covenant or other agreement of Seller contained in this Agreement or any
Ancillary Documents, (c) the failure to comply with any and all bulk sales or
bulk transfer laws in connection with the transactions contemplated by this
Agreement, and (d) any Liabilities arising out of the operation of the Business
prior to the Closing. As used in this Article 9, the term "Claim" shall include
(1) all debts, liabilities and obligations (2) all losses, damages (including,
without limitation, with respect to Claims brought by a third party against an
Indemnified Party, consequential damages), judgments, awards, settlements, costs
and expenses (including, without limitation, interest, including prejudgment
interest in any litigated matter), penalties, court costs and reasonable
attorneys' fees and expenses; and (3) all demands, claims suits, actions, costs
of investigation, causes of action, proceedings and assessments.
9.2 BY PURCHASER. After the Closing, Purchaser shall indemnify, defend
and hold harmless Seller from and against any and all claims asserted against,
imposed upon or incurred by Seller which arise out of or result from a
misrepresentation, breach of warranty or breach of any covenant of Purchaser
contained herein.
9.3 PAYMENT. The party from whom indemnification is sought (the
"Indemnifying Party") shall promptly pay the party to be indemnified (the
"Indemnified Party") any amount due under this Article 93.
9.4 INDEMNIFICATION OF THIRD-PARTY CLAIMS. The obligation and
liabilities of any party to indemnify any other under this Article 9.4 with
respect to claims relating to third parties shall be subject to the following
terms and conditions:
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A. NOTICE AND Defense The Indemnified Party will give the
Indemnifying Party written notice of any such claim, and the Indemnifying Party
shall undertake the defense thereof by representatives chosen by it by written
notice thereof to the Indemnified Party. Prior to receipt of such notice, the
Indemnified Party shall defend such claim for the account of the Indemnifying
Party. The assumption of defense shall constitute an admission by the
Indemnifying Party of its indemnification obligation with respect to such claim,
and its undertaking to pay directly all Claims incurred in connection therewith.
Failure to give notice to the Indemnifying Party shall not affect the
Indemnifying Party's duty or obligations under this Article, except to the
extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying
Party is defending any such claim actively and in good faith, the Indemnified
Party shall not settle such claim. The Indemnified Party shall make available to
the Indemnifying Party or its representatives all records and other materials
required by it and in the possession or under the control of the Indemnified
Party, for the use of the Indemnifying Party and its representatives in
defending any such claim, and shall in other respects give reasonable
cooperation in such defense.
B. FAILURE TO DEFEND. If the Indemnifying Party, within ten
(10) days after notice of any such claim, fails to notify the Indemnified Party
in writing that it will defend such claim actively and in good faith, the
Indemnified Party will have the right to undertake the defense, compromise or
settlement of such claim or consent to the entry of a judgment with respect to
such claim, on behalf of and for the account and risk of the Indemnifying Party,
and the Indemnifying Party shall thereafter have no right to challenge the
Indemnified Party's defense, compromise, settlement or consent to judgment
therein.
C. INDEMNIFIED PARTY'S RIGHTS Anything in this Section to the
contrary notwithstanding, (i) if there is a reasonable probability that a claim
may materially and adversely affect the Indemnified Party other than as a result
of money damages or other money payments, the Indemnified Party shall have the
right to defend, compromise or settle such claim, and (ii) the Indemnifying
Party shall not, without the written consent of the Indemnified Party which
consent may not be unreasonably withheld, conditioned or delayed, settle or
compromise any claim or consent to the entry of any judgment which does not
include as an unconditional term thereof the giving by the claimant or the
plaintiff to the Indemnified Party of a release from all Liabilities in respect
of such claim.
9.5 ARBITRATION
A. COMMENCEMENT OF ARBITRATION. If the parties hereto are
unable to resolve any and all disputes arising out of, relating to or in
connection with this Agreement including, without limitation, in respect to the
formation of this Agreement, or the construction or interpretation of this
Agreement, any party may commence arbitration by sending a written demand for
arbitration to the other party or parties, as provided for in the Notice
provisions of this Agreement. Such demand shall set forth the nature of the
matter to be resolved by arbitration.
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B. SELECTION OF ARBITRATION. There shall be one arbitrator. If
the parties shall fail to select a mutually agreed upon acceptable arbitrator
within ten (10) days after the demand for arbitration is mailed, the parties
hereby stipulate to arbitration before a retired judge sitting on the Allegheny
County Arbitration Commission.
C. ARBITRATION FEES. The prevailing party shall be entitled to
reimbursement by the other party(ies) of such party(ies)'s attorneys' fees and
costs incurred in connection with the arbitration hereunder.
D. LAW TO BE APPLIED. The substantive law of the State of
Pennsylvania shall be applied by the arbitrator to the resolution of the
dispute.
E. PLACE AND TIMING OF ARBITRATION. Arbitration shall take
place in Allegheny County, Pennsylvania, unless the parties otherwise agree. As
soon as reasonably practicable, a hearing with respect to the dispute or matter
to be resolved shall be conducted by the arbitrator. As soon as reasonably
practicable, but not later than thirty (30) days after the hearing is completed,
the arbitrator shall arrive at a final decision, which shall be reduced to
writing, signed by the arbitrator and mailed to each of the parties and their
legal counsel.
F. ARBITRATION TO BE BINDING. All decisions of the arbitrator
shall be final, binding and conclusive on all parties, and shall constitute the
only method of resolving disputes or matters subject to arbitration pursuant to
this Agreement. The arbitrator or a court or appropriate jurisdiction may issue
a writ of execution to enforce the arbitrator's judgment. Judgment may be
entered upon such decision in accordance with applicable law in any court having
jurisdiction thereof.
9.6 REMEDIES TO BE CUMULATIVE. The remedies of the Indemnitee provided
herein shall be in addition to, and not in lieu of, any other remedies to which
the Indemnitee is entitled by law or in equity for any breach or noncompliance
by the Indemnitor with the provisions of this Agreement. As to any costs imposed
upon or suffered by Purchaser for which Seller may be covered by insurance,
Seller does hereby assign to Purchaser Seller's rights as an insured thereunder,
to the extent the policy so permits.
9.7 LIMITATION ON INDEMNITY OBLIGATIONS. It is the intention of the
parties that there be afforded to each of them certain de minimis protections
with respect to the application of the foregoing indemnity provisions.
Accordingly, notwithstanding anything in this Agreement to the contrary, the
parties agree as follows:
A. The parties agree that Claims will not be submitted for
indemnification, unless the demands, claims, actions, or causes of action,
judgments, assessments, losses, liabilities, damages, penalties, fines, or
forfeitures and reasonable attorneys fees and related expenses are disbursements
making up such Claims, will aggregate at least Ten Thousand Dollars ($10,000.00)
in amount.
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B. Regardless of the limitations placed by subsection (a)
above, the notice provisions of Section 9.3 shall continue to apply.
10. TRANSITION PROVISION/LETTER OF INTRODUCTION. The Seller shall, at a time
determined by Purchaser, send a letter in a form satisfactory to Purchaser to
all medical and non-medical staff regarding the Purchasers ownership of the
Assets.
11. MISCELLANEOUS.
11.1 NOTICES.
(a) Any notice provided for or permitted to be given pursuant
to this Agreement must be in writing, and shall be deemed to have been properly
given only if personally delivered or deposited in the official United States
mail, postpaid and registered or certified, with return receipt requested,
addressed as follows:
If to the Purchaser ACCI/AllCare of Pennsylvania, Inc.
6133 Bristol Parkway, Suite 240
Culver City, CA 90230
If to the Seller CHC of Pittsburgh, Inc.
c/o Randoph H. Speer
6125 Memorial Drive
Dublin, OH 43017
(b) All notices shall be effective upon the date of personal
delivery or the date of receipt on the return the receipt of the notice on
behalf of the addressee thereof. Rejection or other refusal to accept a notice
or the inability to deliver the same because of changed address of which no
notice was given as provided herein shall be deemed to be receipt of the notice
sent.
(c) By giving the other parties at least 30 days' written
notice thereof, any party shall have the right, at any time or from time to
time, to change its or his address.
11.2 Brokers. Each party hereto represents that it has not dealt with
any broker or finder or incurred any liability for brokerage or finder's fees or
commissions in connection with this Agreement or the transactions contemplated
hereby. Any party responsible for the creation of any such fees or commissions
shall hold the other party harmless with respect to such fees or commissions.
11.3 ATTORNEYS' FEES. If this Agreement gives rise to a lawsuit or
other legal proceedings between the parties hereto, the prevailing party shall
be entitled to recover actual court costs and reasonable attorneys" fees and
costs in addition to any other relief to which such party may be entitled.
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11.4 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
parties hereto and shall inure to the benefit of their successors,
representatives and assigns.
11.5 GOVERNING LAW. This Agreement was made and executed in, and the
shares are being delivered in, the Commonwealth of Pennsylvania, and this
Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania.
11.6 ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding of the parties hereto with respect to the subject matter hereof,
and may not be modified, amended or otherwise changed in any manner, and no
provision hereof may be waived, except by a writing executed by the party to be
charged therewith.
11.7 COSTS AND EXPENSES. Purchaser and Seller shall each pay their
respective costs and expenses incurred in the negotiation and preparation of
this Agreement; provided, however, that any and all state or local sales, use,
transfer or any other tax resulting from this sale shall be borne by the Seller.
11.8 Notwithstanding anything written herein, should this document
require modification or clarification consistent with its general terms, the
parties agree they will be made.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
THE SELLER: THE PURCHASER
Consolidated Health Corporation ACCI/AllCare of Pennsylvania, Inc.
of Pittsburgh, Inc.
By: /s/ Michael Goldberg By:
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Michael Goldberg, President Sandra Marsh, President and
Chief Executive Officer
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