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EXHIBIT 2.1
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the "Agreement") is effective
as of 12:01 a.m. on September 1, 2000, by and among Doctors ▇▇▇▇ and ▇▇▇▇▇▇▇,
Inc. (a professional medical corporation) ("Buyer"), the shareholders of Buyer
who are signatories hereto (collectively, the "Shareholders"), IOI Management
Services of Louisiana, Inc., a Louisiana corporation ("Seller"), and Integrated
Orthopaedics, Inc., a Texas corporation and parent of Seller ("Parent").
RECITALS
WHEREAS, Seller and Westside Orthopaedic Clinic (a
professional corporation) ("Clinic"), an affiliate of Buyer, entered into a
Management Services Agreement ("Management Agreement") on November 12, 1997,
concurrently with the purchase by Parent of the stock of the Clinic pursuant to
a Stock Purchase Agreement dated November 12, 1997, by and among Parent, the
Shareholders and certain other individuals.
WHEREAS, Seller and Clinic desire to terminate the Management
Agreement pursuant to an Agreement to Terminate Management Agreement dated of
even date herewith and, concurrently therewith, Seller desires to sell certain
of its assets to Buyer pursuant to this Agreement.
WHEREAS, Seller is the owner of certain assets as identified
in Section 1.1 of this Agreement, which do not constitute substantially all of
the assets of Seller.
WHEREAS, Buyer desires to purchase such assets from Seller,
and Seller is willing to sell such assets to Buyer, in each case on the terms
and subject to the conditions contained in this Agreement.
WHEREAS, Parent is the owner of all the issued and outstanding
shares of capital stock of Seller, and is entering into this Agreement, strictly
with respect to Sections 5.2 and 5.4, as a condition to the willingness of Buyer
to enter into this Agreement.
WHEREAS, the Shareholders are the owners, in the aggregate, of
all the issued and outstanding shares of capital stock of Buyer, and are
entering into this Agreement, strictly for the purposes described in Sections
4.2 and 4.3 hereof, as a condition to the willingness of Seller to enter into
this Agreement.
NOW, THEREFORE, for and in consideration of the premises and
promises herein contained, and for other good and valuable consideration, the
adequacy of which is hereby acknowledged, the parties, intending to be legally
bound hereby, agree as follows:
ARTICLE I
THE TRANSACTION
1.1. Purchase and Sale of Assets. Subject to the terms and
conditions contained herein, Seller hereby sells, transfers, assigns and
delivers to Buyer, and Buyer hereby purchases from Seller, all right, title and
interest in and to the following assets (collectively, the "Assets") free and
clear of all liens except as otherwise provided for herein:
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(a) the furniture, fixtures and equipment and
supplies of Seller located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇;
(b) all outstanding accounts receivable of Seller
relating to the Clinic; and
(c) all rights and obligations of Seller or Parent,
as the case may be, arising on or after September 1, 2000, under the contracts
listed on Schedule 1.1(c) hereto (collectively, the "Leases").
1.2. Consideration. As consideration in full for all the
Assets, Buyer shall, upon execution of this Agreement, (i) deliver to Seller, by
wire transfer or certified check the sum of One Hundred Five Thousand Nine
Hundred Thirty-Three and no/100 Dollars ($105,933.00); and (ii) cause ▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. (collectively the
"Retired Physicians") to deliver to Buyer, and Buyer shall simultaneously
deliver to Parent and Seller, cancelled original Non-Negotiable Subordinated
Convertible Promissory Notes, marked "PAID IN FULL", made by Parent in favor of
the Retired Physicians ("IOI Notes") in the following respective original
principal amounts: $142,932, $142,932, $250,500. Buyer shall cause the
Testamentary Executrix of the Succession of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
("Estate") to deliver to Parent the original Non-Negotiable Subordinated
Convertible Promissory Note, marked "PAID IN FULL", made by Parent in favor of
▇.▇. ▇▇▇▇▇▇▇▇▇▇▇▇, M.D. in the original principal amount of $67,500
("▇▇▇▇▇▇▇▇▇▇▇▇ Note"), in accordance with the Compromise and Settlement
Agreement entered into by Parent and the Executrix dated the Effective Date
hereof. Buyer shall reimburse Seller or Parent for any amount Seller or Parent
pays the Estate in order to induce the Estate to deliver the ▇▇▇▇▇▇▇▇▇▇▇▇ Note
to Seller.
1.3. Assumption of Liabilities. Except for the obligations
arising under the Leases on or after September 1, 2000, Buyer is not assuming,
and shall not be liable for, any obligations, liabilities or debts of Seller or
Parent, known or unknown, absolute or contingent. Buyer acknowledges that
effective September 1, 2000, Buyer is responsible for the lease between Winters,
Frensilli, & ▇▇▇▇▇▇▇, MDs, Ltd. d/b/a Westside Orthopaedic Clinic and VGM
Financial Services dated July 26, 1999, that lease having never been assigned to
Seller or Parent.
ARTICLE II
SELLER'S REPRESENTATIONS AND WARRANTIES
Seller hereby warrants and represents to Buyer, as of the date
of this Agreement, as follows:
2.1. Legal Authority. Seller is a business corporation duly
organized, validly existing and in good standing under the laws of the State of
Louisiana. Seller has all necessary corporate power and authority to enter into
the transactions contemplated hereby.
2.2. Execution, Delivery and Performance of Agreement;
Authority. Seller is not in violation of its Articles of Incorporation or
Bylaws, or of any Lease or other agreement to which Seller is a party. The
execution, delivery and performance of this Agreement by Seller will not, with
or without the giving of notice or the passage of time, or both, (i) violate,
conflict with, result in a default, right to accelerate or loss of rights under,
or result in the creation of any lien pursuant to, any provision of Seller's
Articles of Incorporation or Bylaws or any agreement,
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contract, note, mortgage, indenture, lease, instrument, permit, concession,
franchise or license to which Seller is a party or by which it or its properties
or assets may be bound or affected (except to the extent a violation of a Lease
is caused by the failure to obtain the consents to be obtained under Section 4.2
of this Agreement), or, (ii) conflict with or result in any violation, in any
material respect, of any statute, law, rule, regulation, judgment, order, decree
or ordinance (collectively, "Law") applicable to Seller, its properties or
assets. Seller has the full power and authority to enter into this Agreement and
to carry out the transactions contemplated hereby. All proceedings required to
be taken by Seller to authorize the execution, delivery and performance of this
Agreement and the agreements relating hereto have been properly taken. This
Agreement constitutes a valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms.
2.3. Ownership; Condition of Assets. Except for the liens
listed on Schedule 2.3 hereto, Seller has, and is transferring to Buyer pursuant
to this Agreement, good and valid title to all the Assets, free and clear of all
security interests, liens, claims, pledges, agreements, options, or other
encumbrances of any nature whatsoever. The tangible Assets are in good condition
and repair, and have been maintained and serviced as necessary in the normal
course of business.
2.4. Consents. With the exception of consents to the
assignment of the rights and obligations of Seller or Parent under the Leases,
Seller has obtained in writing all consents by third parties that are required
for the consummation of the transactions contemplated hereby, and has provided
to Buyer copies of such executed consents.
2.5. No Regulatory Action. No action, consent or approval by,
or filing with, any federal, state, municipal, foreign or other court or
governmental or administrative body or agency, or any other regulatory body, is
required in connection with the execution and delivery by Seller of this
Agreement or the consummation by Seller of the transactions contemplated hereby.
2.6. No Claims. There is no claim, action, suit, proceeding,
arbitration, investigation or inquiry, of which Seller has notice or is
otherwise aware, before any federal, state, municipal, foreign or other court or
governmental or administrative body or agency, any securities or commodities
exchange, other regulatory body or any private arbitration tribunal now pending
or threatened against or relating to Seller that would adversely affect the
ability of Seller to consummate the transactions contemplated by this Agreement.
Seller hereby discloses to Buyer the pending or threatened litigation against
Seller listed in Schedule 2.6 hereto and made a part hereof.
2.7. Disclosure. No statement by Seller contained in this
Agreement or the Schedules attached hereto contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements contained herein or therein not misleading in light of the
circumstances under which they were made.
ARTICLE III
BUYER'S REPRESENTATIONS AND WARRANTIES
Buyer hereby warrants and represents to Seller, as of the date
of this Agreement, as follows:
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3.1. Legal Authority. Buyer is a professional corporation duly
organized, validly existing and in good standing under the laws of the State of
Louisiana. Buyer has all necessary corporate power and authority to enter into
the transactions contemplated hereby.
3.2. Execution Delivery and Performance of Agreement;
Authority. Buyer is not in violation of its Articles of Incorporation or Bylaws,
or of any contract or other agreement to which Buyer is a party. The execution,
delivery, and performance of this Agreement by Buyer will not, with or without
the giving of notice or the passage of time, or both, (i) violate, conflict
with, result in a default, right to accelerate or loss of rights under or result
in the creation of any lien pursuant to, any provision of Buyer's Articles of
Incorporation or Bylaws or any agreement, contract, note, mortgage, indenture,
lease, instrument, permit, concession, franchise or license to which Buyer is a
party or by which it or its properties or assets may be bound or affected, or
(ii) conflict with or result in any violation, in any material respect, of any
Law applicable to Buyer, its properties or assets. Buyer has the full power and
authority to enter into this Agreement and to carry out the transactions
contemplated hereby. All proceedings required to be taken by Buyer to authorize
the execution, delivery and performance of this Agreement and the agreements
relating hereto have been properly taken. This Agreement constitutes a valid and
binding obligation of Buyer, enforceable against Buyer in accordance with its
terms.
3.3. No Regulatory Action. No action, consent or approval by,
or filing with, any federal, state, municipal, foreign or other court or
governmental or administrative body or agency, or any other regulatory body is
required in connection with the execution and delivery by the Buyer of this
Agreement or the consummation by the Buyer of the transactions contemplated
hereby.
3.4. No Claim. There is no claim, action, suit, proceeding,
arbitration, investigation or inquiry of which Buyer has notice or is otherwise
aware, before any federal, state, municipal, foreign or other court or
governmental or administrative body or agency, any securities or commodities
exchange, other regulatory body, or any private arbitration tribunal now
pending, or threatened against or relating to Buyer that would adversely affect
the ability of Buyer to consummate the transactions contemplated by this
Agreement.
3.5. Disclosure. No statement by Buyer contained in this
Agreement or the Schedules attached hereto contains any untrue statement of a
material fact or omits to state any material fact necessary in order to make the
statements contained herein or therein not misleading in light of the
circumstances under which they were made.
ARTICLE IV
OTHER COVENANTS AND AGREEMENTS
4.1. Further Assurances. Subject to the terms and conditions
of this Agreement, each of the parties hereto shall use its best efforts to take
or cause to be taken, all action, and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws, rules and regulations to
consummate and make effective the transactions contemplated by this Agreement.
If at any time hereafter Seller or Buyer shall be advised by the other that any
further deeds, assignments or assurances in law or in any other things are
necessary, desirable or proper to vest, perfect or confirm in Buyer title to any
of the Assets, or for Buyer to assume Seller's liabilities under the Leases,
Seller or Buyer, as the case may be, each agree to execute and deliver all such
proper deeds, assignments and assurances in law and to do all things
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necessary, desirable or proper to vest, perfect or confirm title to such Assets
in Buyer and for Buyer to assume Seller's liabilities under the Leases and to
otherwise carry out the purpose of this Agreement.
4.2. Leases. The parties acknowledge that, notwithstanding
anything to the contrary contained herein, consents to the assignment of the
rights and obligations of Seller or Parent, as the case may be, arising on or
after September 1, 2000, under the Leases have not been obtained as of the date
hereof, but are expected to be obtained by Seller at a future date. Seller shall
use its best efforts to obtain the applicable consents required to the
assignment of the Leases as described herein as soon as possible after the date
hereof and Buyer shall fully cooperate with Seller in this regard; provided,
however, that if one or more of the lessors or a landlord under the Leases are
unwilling to agree to such an assignment, the parties agree that they shall
cooperate to cause Buyer to have the sole economic benefit and burden and the
right to use and all other rights and obligations of Seller with respect to the
equipment and real estate that is the subject of the Leases at all times on or
after September 1, 2000. Buyer agrees that it shall be responsible for all
obligations and liabilities of Seller or Parent, as the case may be, arising on
or after September 1, 2000 under each of the Leases. Buyer and the Shareholders,
jointly and severally, shall indemnify and hold harmless Seller and Parent of
and from all such obligations and liabilities of Seller or Parent, as the case
may be, arising on or after September 1, 2000 under the Leases.
4.3. Sale of Assets. Buyer and the Shareholders, jointly and
severally, covenant and agree that, during the five (5) year period following
the date hereof, Buyer shall not enter into any transaction in which all or
substantially all the assets of Buyer are transferred, assigned or sold to any
other person or entity, unless the transferee, assignee or buyer in such
transaction agrees in writing to assume the obligations of Buyer under this
Agreement.
ARTICLE V
SURVIVAL AND INDEMNIFICATION
5.1. Survival. All representations, warranties, covenants, and
agreements contained in this Agreement or in any document delivered pursuant
hereto shall be deemed to be material and to have been relied upon by the
applicable party hereto. All representations, warranties, covenants, and
agreements contained herein shall survive the Closing and be fully effective and
enforceable for a period of five (5) years following the date hereof. Any claim
for indemnification asserted in writing during such survival period shall
survive until resolved or judicially determined.
5.2. Seller's and Parent's Indemnification. Seller and Parent,
jointly and severally, shall indemnify, hold harmless and defend Buyer, and
Buyer's shareholders, officers, directors, representatives, subsidiaries,
affiliates, successors, assigns, heirs and devisees, from and against all
damages, losses (including court costs and reasonable attorneys' fees at all
levels of trial and through all levels of appeal and expenses and costs of
investigation), suits, actions, claims, deficiencies, liabilities or obligations
(collectively, "Losses") related to, caused by or arising from (i) any
misrepresentation, breach of warranty or failure to fulfill any covenant or
agreement of Seller contained herein or in any agreement or other document
delivered pursuant hereto; (ii) any and all claims of third parties made based
upon facts alleged that, if true, would constitute such a misrepresentation,
breach or failure; and (iii) any Losses incurred by Buyer or
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Shareholders to the extent such Losses are related to, caused by or arise from
Seller's operation of a business other than the Clinic.
5.3. Buyer's Indemnification. Buyer shall indemnify, hold
harmless and defend Seller and Parent, and their respective shareholders,
officers, directors, representatives, subsidiaries, affiliates, successors,
assigns, heirs and devisees, from and against all Losses related to, caused by
or arising from (i) any misrepresentation, breach of warranty or failure to
fulfill any covenant or agreement of Buyer contained herein or in any agreement
or other document delivered pursuant hereto, and (ii) any and all claims of
third parties made based upon facts alleged that, if true, would constitute such
a misrepresentation, breach or failure.
5.4. Indemnification Procedure; Defense Against Asserted
Claims. Any party seeking indemnification (the "Indemnified Party") shall give
written notice to the indemnifying party or parties (the "Indemnifying Party")
of the facts and the circumstances giving rise to any such claim (the "Notice").
The Indemnified Party shall not settle or compromise any claim by a third party
for which the Indemnified Party is entitled to indemnification hereunder without
the prior written consent of the Indemnifying Party (which consent shall not be
unreasonably withheld), unless legal action shall have been instituted against
the Indemnified Party and the Indemnifying Party shall not have taken reasonable
control of such suit within fifteen (15) days after notification thereof as
provided herein. In connection with any claim giving rise to indemnification
hereunder resulting from or arising out of any claim or legal proceeding by a
person other than the Indemnified Party, the Indemnifying Party may, upon notice
to the Indemnified Party, assume the defense of any such claim or legal
proceeding without prejudice to the right of the Indemnifying Party thereafter
to contest its obligation to indemnify the Indemnified Party in respect to the
claims asserted therein and, in such a case, the Indemnifying Party shall select
counsel (subject to the approval of the Indemnified Party, which approval shall
not be unreasonably withheld) to conduct the defense in such claims and legal
proceedings and at its sole cost and expense shall take all steps necessary in
the defense or settlement thereof. The Indemnifying Party shall not consent to a
settlement of, or the entry of any judgment arising from, any claim or legal
proceeding, without the prior written consent of the Indemnified Party, unless
the Indemnifying Party admits in writing its liability to hold the Indemnified
Party harmless from and against any loss, damages, expenses and liabilities
arising out of such settlement. The Indemnified Party shall be entitled to
participate in the defense of any such action with its own counsel and at its
own expense. If the Indemnifying Party does not assume the defense of any such
claim or litigation resulting therefrom in accordance with the terms hereof, the
Indemnified Party may defend such claim or litigation in such a manner as it may
deem appropriate, including settling such claim or litigation, after giving
notice of the same to the Indemnifying Party, on such terms as the Indemnified
Party may deem appropriate and after action by the Indemnified Party seeking
indemnification from the Indemnifying Party in accordance with the provisions of
this Section; in such case, the Indemnifying Party shall not be entitled to
question the manner in which the Indemnified Party defended such claim or
litigation or the amount or nature of any such settlement. In the event of a
claim by a third party, the Indemnified Party shall cooperate with the
Indemnifying Party in the defense of such action (including making a personal
contact with the third party if deemed beneficial) and the relevant records of
each party shall be made available on a timely basis.
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ARTICLE VI
CLOSING
6.1. Closing. The closing of the transactions contemplated
herein ("Closing") shall take place on or before September 15, 2000.
6.2. Closing Deliveries. At the Closing,
(a) Buyer shall deliver or cause the delivery to the
Seller of:
i. the Agreement to Terminate Management
Agreement between the Clinic and Seller
dated of even date herewith, in
substantially the form attached hereto
as Exhibit 6.2(a)i, executed by the
Clinic;
ii. the Release by Buyer, Clinic, Sea Kat,
L.L.C ("Sea Kat") and the Shareholders,
of Seller and Parent, in substantially
the form attached hereto as Exhibit
6.2(a)ii, executed by Buyer, Clinic,
Sea Kat and the Shareholders;
iii. a resolution of the shareholders and
Board of Directors of the Buyer,
approving the execution of this
Agreement and all documents to be
executed in connection with this
Agreement or referenced herein;
iv. a certificate, signed by the secretary
of Buyer, attaching a true and correct
copy of the articles of incorporation
and bylaws of the Buyer;
v. the cancelled IOI Notes;
vi. the Assignment/Assumption of Lease and
Consent with respect to each of the
Leases (except the Lucent Technologies
Lease), executed by Buyer, each in
substantially the form attached hereto
as composite Exhibit 6.2(a)vi and the
Transfer and Assumption Agreement
pertaining to the Lucent Lease,
together with the documentation
required by the lessor of such Lease;
and
vii. such other certified resolutions,
documents and certificates as are
required to be delivered by Seller
pursuant to the provisions of this
Agreement.
(b) Seller shall deliver to Buyer:
i. the Agreement to Terminate Management
Agreement between Clinic and Seller
dated of even date herewith, executed
by Seller;
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ii. the Assignment/Assumption of Lease and
Consent with respect to each of the
Leases, executed by Seller;
iii. the Release by Seller and Parent of
Buyer, Clinic, Sea Kat and the
Shareholders, substantially in the form
attached hereto as Exhibit 6.2(b)iii;
iv. a ▇▇▇▇ of Sale, in substantially the
form attached hereto as Exhibit
6.2(b)iv; and
v. such other certified resolutions,
documents and certificates as are
required to be delivered by Seller
pursuant to the provisions of this
Agreement.
ARTICLE VII
GENERAL PROVISIONS
7.1. Attorneys' fees. In the event any adversarial legal
action arises between any of the parties as a result of this Agreement, the
prevailing party shall be entitled to recover from the other party its
reasonable attorneys' fees and costs incurred at all pre-trial, trial and
appellate proceedings.
7.2. Parties in Interest; Third-Party Beneficiaries. This
Agreement and all of the terms, covenants and conditions herein shall bind and
inure to the benefit of the parties named herein and their respective permitted
successors and assigns. No party may assign its rights and/or duties hereunder
without the prior written consent of the other parties. Parent is an intended
third-party beneficiary of this Agreement.
7.3. Entire Agreement and Modification. This Agreement and the
Schedules attached hereto, together with the other documents referenced in this
Agreement, including, without limitation, the Agreement to Terminate Management
Agreement, contain the entire understanding among the parties with respect to
the transactions contemplated hereby, and no representations, warranties or
agreements have been made or, if made, have been relied upon by any party except
those specifically referred to herein. This Agreement may be amended, modified
or supplemented only by written instrument signed by all of the parties hereto.
7.4. Applicable Law. This Agreement shall be governed by and
construed in accordance with the internal substantive laws of the state of
Louisiana. Venue with respect to any legal action arising under or pursuant to
this Agreement shall be in ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Louisiana.
7.5. Severability. If any provision of this Agreement is found
to violate any statute, regulation, rule, order or decree of any governmental
authority, court, agency or exchange, such invalidity shall not be deemed to
affect any other provision hereof or the validity of the remainder of this
Agreement, and such invalid provision shall be deemed deleted from this
Agreement to the minimum extent necessary to cure such violation.
7.6. Rights Cumulative. All rights contained in this Agreement
are cumulative and are in addition to all other rights and remedies that are
otherwise available, pursuant to the terms of this Agreement or applicable law.
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7.7. Notices. All notices and other communications under this
Agreement shall be given in writing or by overnight delivery service, charges
prepaid, or by registered or certified mail, return receipt requested, postage
prepaid, or hand delivered, personally addressed to the parties set forth below
at the stated addresses or at such other address as any party shall designate in
a notice to the other.
To Seller or Parent: Integrated Orthopaedics, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Chief Operating Officer
With a copy to: ▇▇▇▇▇▇▇▇▇, Will & ▇▇▇▇▇
Miami Center, 22nd Floor
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
To Buyer: Doctors ▇▇▇▇ and ▇▇▇▇▇▇▇, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
With a copy to: King, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, L.L.P.
▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: J. ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
All notices shall be deemed effective when received, as
indicated in the return receipt or other evidence of delivery, or if delivery is
refused, on the date of such refusal.
7.8. Waiver. A waiver of any breach or violation of any term,
provision or covenant contained herein shall not be deemed a continuing waiver,
or a waiver of any future or past breach or violation, or a waiver of any other
term, provision or covenant of this Agreement. All waivers must be in writing.
1.1 Confidentiality. Each of the Parties agrees to keep all terms of
this Asset Purchase Agreement, the Agreement to Terminate Management Agreement
and all terms of any other documents executed in connection with this Asset
Purchase Agreement confidential; except to the extent disclosure is required by
applicable law or by applicable regulatory filings; except as otherwise mutually
agreed to in writing by the Parties; and except with respect to communications
any of the undersigned may have with: (i) its advisors, such as accountants or
attorneys, to assist in drafting, interpreting or enforcing the terms of this
Asset Purchase Agreement or the Agreement to Terminate Management Agreement and
any documents executed in connection with this Asset Purchase Agreement; and
(ii) third parties as necessary to carry out the terms of this Asset Purchase
Agreement, the Agreement to Terminate Management
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Agreement or any document executed in connection with this Asset Purchase
Agreement as long as the undersigned divulges only the minimal information
necessary to carry out the terms of any of those agreements.
7.9. Recitals. Each of the above recitals is true and correct
and by reference is made a part of and incorporated into this Agreement.
7.10. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to constitute one and the same instrument.
7.11. Facsimile Signatures. Delivery of executed signature
pages hereof by facsimile transmission shall constitute effective and binding
execution and delivery thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first written above.
BUYER:
DOCTORS ▇▇▇▇ AND ▇▇▇▇▇▇▇, INC.
By:
-----------------------------------------
Print Name:
Print Title:
SELLER:
IOI MANAGEMENT SERVICES OF
LOUISIANA, INC.
By:
-----------------------------------------
Print Name:
Print Title:
PARENT:
INTEGRATED ORTHOPAEDICS, INC.
By:
-----------------------------------------
Print Name:
Print Title:
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SHAREHOLDERS:
--------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D.
--------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, M.D.
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SCHEDULE 1.1(c)
LEASES
1. Lucent Technologies Lease dated 8/11/98 between Integrated
Orthopaedics, Inc. and AT&T Credit Corporation, now known as Newcourt
Communications Finance Corporation.
2. Copelco Capital Master Equipment Lease dated 2/4/99 between IOI
Management Services of Louisiana, Inc. and Copelco Capital, Inc.
3. Equipment Lease dated 7/10/98 between IOI Management Services of
Louisiana, Inc. and Rockford Industries, Inc.
4. Lease for real property dated March 30, 1998 between Marrero Shopping
Center, Inc. and IOI Management Services of Louisiana, Inc.
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SCHEDULE 2.3
LIENS
1. File #26231837UCC-1 Copelco Capital, Inc., secured party.
2. File #26225450UCC-1 Rockford Industries, Inc., secured party.
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SCHEDULE 2.6
LITIGATION
1. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ v. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D., et al., Civil Action
No. 00-7103 in Division "I", Section ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ of Louisiana.
2. Litigation threatened or pending by ▇▇▇▇▇▇ ▇▇▇▇▇▇ against Seller.
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EXHIBIT 6.2(a)i
AGREEMENT TO TERMINATE MANAGEMENT AGREEMENT
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EXHIBIT 6.2(a)ii
RELEASE BY BUYER, CLINIC, SEA KAT AND SHAREHOLDERS
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EXHIBIT 6.2(a)vi
ASSIGNMENT/ASSUMPTION OF LEASE AND CONSENT
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EXHIBIT 6.2(b)iii
RELEASE BY PARENT AND SELLER
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EXHIBIT 6.2(b)iv
▇▇▇▇ OF SALE
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