Exhibit 10.1
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EQUIPMENT PURCHASE AGREEMENT
This agreement is entered into this 3rd day of May, 2001 by and between
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TrueVision Medical Associates, Inc., ("TVMA") Seller, and Dr. Howard Silverman
("Silverman") Purchaser. In consideration of the mutual covenants and promises
contained herein the parties hereby agree as follows:
1. Sale of assets:
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Upon the terms and conditions hereinafter set forth, and in consideration
of the payment of the purchase price, the Seller agrees to sell to Buyer all the
assets described on the attached Exhibit A, herein referred to as the
"Equipment".
2. The purchase price:
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The purchase price shall be $64,000.00. The purchase price shall be paid in
the following manner: A down payment of $7,000.00 in cash has been made
[initialed and crossed out text: towards past due liabilities on the underlying
obligation owed on the Equipment]. The balance of $57,000.00 will be payable in
equal monthly installments over 18 months commencing June 1, 2001. The unpaid
balance will accrue interest at the rate of 10%. A copy of the promissory note
evidencing the indebtedness is attached hereto as Exhibit B.
3. Operational and maintenance expense:
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Buyer agrees to assume all operational and maintenance expense involved
with the equipment being purchased.
4. Seller's Indemnity:
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Seller agrees to indemnify, and hold harmless Buyer in respect to any and
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all claims, losses, damages, liabilities, and expenses, (including without
limitation, settlement costs, and any legal, accounting, and any other expenses
for investigating or defending any actions or a threatened action) reasonably
incurred by Buyer in connection with any liabilities or claims made against
Buyer because of any act or failure to act of Seller, rising prior to the
purchase of the assets.(7) [circled]
5. Security documents:
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The parties shall execute a security agreement, bill of sale, financing
statement and any associated UCC documents, and other documents reasonably
necessary to consummate the intention of this agreement and security of this
agreement to insure prompt payment of the deferred portion of the purchase
price.
6. Seller's Warranty:
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Seller represents and warrants that as of the date hereof:
a. Seller has the authority to sell the assets described in Exhibit A.
b. Those assets are free and clear of all security interests.
7. Buyer's Warranty:
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Buyer Expressly Warrants And Covenants That:
a. Buyer will use the Collateral for business purposes and will keep the
Collateral in Albuquerque, New Mexico, except as provided for in
paragraphs C and D below.
b. Buyer will not permit any of the Collateral to be removed from the
above mentioned location outside the ordinary course of business
without the prior written consent of Seller.
c. Buyer will immediately advise Seller in writing of any change in any
of Buyer's places of business, or the opening of any new place of
business.
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d. Buyer will at Buyer's own expense forthwith insure the Collateral in a
reliable insurance company against loss or damage by fire and extended coverage
for an amount equal to its approximate value, and keep the same so insured
continuously until the full amount of said indebtedness is paid, with loss
payable to Seller as Seller's interest may appear, and that Buyer will deliver
said policies of insurance or copies of them or furnish proof of such insurance
to Seller, and in case of loss, the Buyer shall have to right to apply the
insurance proceeds to replace the Collateral which at all times will be large
enough in value to fully and adequately secure the amount owed Seller. In the
event the Buyer elects not to replace the Collateral, Seller shall retain from
the insurance money an amount equal to the total balance of said indebtedness
remaining unpaid, whether according to the tenor and effect of any promissory
note or notes evidencing such indebtedness the same is due or not. Should the
Buyer fail or refuse to forthwith effect such insurance and deliver the policies
or furnish proof of such insurance as aforesaid, or fail to deep the Collateral
so insured continuously until the full amount of said indebtedness is paid,
Seller may at Seller's option effect such insurance and the amount so paid for
such insurance with interest at the rate of ten percent (10%) per annum from the
date of payment until repaid shall be added to said indebtedness, and the same
shall be secured by the security agreement.
e. Buyer will keep the Collateral in good condition and repair, reasonable
wear and tear excepted, and will permit Seller and his/her agents to inspect the
Collateral at any reasonable time.
8. Default:
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Buyer shall be in default upon breaking of any covenant mentioned
hereinabove, and further, upon the happening of any of the following events or
conditions:
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1. Default in the payment or performance of any obligation, covenant
or liability contained or referred to herein or in any note
evidencing the same;
2. Any warranty, representation or statement made or furnished to
Seller by or on behalf of Buyer proves to have been false in any
material respect;
3. Loss, theft, damage, destruction, or sale of any of the Collateral
without replacement, or the encumbering or making of any levy,
seizure, or attachment thereon;
4. Dissolution, termination of existence, insolvency, business
failure, appointment of a receive of any part of the property of,
assignment for the benefit of creditors by, or the commencement of
any proceeding, under any bankruptcy or insolvency lows by or
against Buyer or any guarantor or surety for Buyer.
Upon such default, or at any time thereafter, Seller shall give Buyer
written notice setting forth the default and demanding a cure within ten (10)
days after the notice is mailed. If the Buyer shall fail to cure the alleged
default within the fifteen day period following notice, Seller may declare all
obligations secured hereby immediately due and payable and shall have the
remedies of a seller under the New Mexico Uniform Commercial Code. Buyer will
upon demand make the Collateral available to Seller at the place and time
designated by Seller which is reasonably convenient to both parties. Expenses of
retaking, holding, preparing for sale, selling or the like shall include
Seller's reasonable attorney's fees and legal expenses. Buyer waives the posting
of bond in any replevin action against the equipment as a result of default. No
waiver by Seller of any default shall operate as a waiver of any other default
or of the same default on a future occasion.
9. Miscellaneous:
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a. The parties agree to execute any further documents and do all other
acts necessary or appropriate to complete this transaction.
b. All notices under this Agreement shall be in writing and shall be
delivered by personal service, or by certified or registered mail,
postage prepaid, return receipt requested as follows:
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SELLER TrueVision Medical Associates, Inc.
P. O. Box 4834
San Diego, CA 92164
BUYER Mr. Howard Silverman
6646 Indian School Rd NE
Albuquerque, NM 87110
All notices and other communications shall be deemed to be given at
the expiration of three days after the date of mailing. The address
of a party to which notices or other communications shall be mailed
may be changed from time to time by giving written notice to the
other parties.
c. No amendment, supplement, modification or waiver of this agreement
shall be binding unless executed in writing by the party to be
bound thereby.
d. This agreement shall be binding upon and inure to the benefit of
the successors and assignees of the parties hereto. No other person
shall have any right, benefit or obligation hereunder.
e. This agreement shall be governed by and construed and enforced in
accordance with the laws of New Mexico.
f. In any court action involving this transaction, the losing party
shall pay the prevailing party's reasonable attorney's fees and
costs.
IN WITNESS WHEREOF, each of the parties has executed this agreement as of the
day and year first above written.
"BUYER"
/s/ Howard Silverman
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Howard Silverman
"SELLER"
TrueVision Medical Associates, Inc.
/s/ John Homan
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By John Homan, President
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|/seal/ OFFICIAL SEAL |
| RACHEL FIERRO |
| NOTARY PUBLIC |
| STATE OF NEW MEXICO|
|My Commission Expires|
| 3-23-2003 |
| --------- |
|---------------------|
STATE OF New Mexico )
-----------) SS.
COUNTY OF Bernalillo )
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The foregoing instrument was acknowledged before me this
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day of May, 2001, by Dr. Howard Silverman.
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Notary Public
My Commission Expires:
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STATE OF NEW MEXICO )
) SS.
COUNTY OF Bernalillo )
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The foregoing instrument was acknowledged before me this 3rd day
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of May, 2001, by John Homan, President of TrueVision Medical Associates,
inc., a New Mexico corporation, on behalf of said corporation.
/s/
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Notary Public
|---------------------|
|/seal/ OFFICIAL SEAL |
| Thomas G. Rice |
| NOTARY PUBLIC |
| STATE OF NEW MEXICO|
|My Commission Expires|
| 10/26/02 |
| --------- |
|---------------------|
My Commission Expires:
10/26/02
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BILL OF SALE
The undersigned, TrueVision Medical Associates, Inc., hereinafter
designated as "Seller", for consideration received, does hereby grant, bargain
and sell unto Dr. Howard Silverman, hereinafter designated as "Buyer", the
following assets of Seller.
The assets as set forth on the Assets List attached hereto
And incorporated herein by reference as
Exhibit 1.
Buyer shall have all rights and title to the aforementioned personal
property in Buyer and Buyer's executors, administrators, and assigns.
Seller is the lawful owner of the aforementioned personal property and
the personal property is free from all liens and encumbrances except as
previously disclosed to Buyer in the Purchase Agreement. Seller has good title
to sell the aforementioned personal property and will warrant and defend the
title against the lawful claims and demands of all persons. Seller further
warrants that all tangible personal property being transferred is in working
order.
SELLER GIVES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES WHICH EXTEND BEYOND THE
DESCRIPTION ON THE FACE HEREOF.
IN WITNESS WHEREOF, the seller has executed this Bill of Sale this 3rd
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Day of May 2001.
SELLER: TVMA, INC.
/s/ John Homan
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By John Homan, President
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ACKNOWLEDGEMENT
STATE OF NEW MEXICO )
) SS.
COUNTY OF Bernalillo )
The foregoing instrument was acknowledged before me this 3rd day
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of May, 2001, by John Homan, President of TrueVision Medical Associates,
inc., a New Mexico corporation, on behalf of said corporation.
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Notary Public
|---------------------|
|/seal/ OFFICIAL SEAL |
| Thomas G. Rice |
| NOTARY PUBLIC |
| STATE OF NEW MEXICO|
|My Commission Expires|
| 10/26/02 |
| --------- |
|---------------------|
My Commission Expires:
10/26/02
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