FORM OF ASSIGNMENT AGREEMENT
EXHIBIT
10.15
FORM
OF
THIS
ASSIGNMENT AGREEMENT (the “Agreement”)
is
entered into as of _______________, 2006 by and between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, D.O.
(the “Assignor”) and BASIC HEALTH CARE NETWORKS OF TEXAS, L.P., a Texas limited
partnership (the “Assignee”) on the other hand.
WHEREAS,
an Asset Purchase Agreement dated December 12, 2005 (the “Asset Purchase
Agreement”) was entered into by and between the Assignor, on the one hand, and
FT. WORTH REHABILITATION, INC., a Texas corporation (the “Clinic”), ▇▇. ▇▇▇▇
▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, and Dr. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ (the “Physicians”), on the
other hand, for the Assignor to purchase certain assets of the Clinic.
WHEREAS,
a Master Transaction Agreement dated December 12, 2005 (the “Master Transaction
Agreement”) was also entered into by and between Assignee, on the one hand, and
the Assignor, 303 MEDICAL CLINIC, P.A. , a Texas professional association,
▇▇▇▇▇
▇. ▇▇▇▇▇▇’, D.O., P.A., a Texas professional association, IBERIA MEDICAL CLINIC,
P.A., a Texas professional association, ▇▇▇▇▇▇▇▇ MEDICAL CLINIC, P.A., a Texas
professional association, LAKE JUNE MEDICAL CENTER, P.A., a Texas professional
association, NORTHSIDE MEDICAL CLINIC, P.A., a Texas professional association,
▇’▇▇▇▇▇▇ MEDICAL CENTER, P.A., a Texas professional association, RED BIRD URGENT
CARE CLINIC, P.A., a Texas professional association, on the other hand, and
that
in the Master Transaction Agreement, the Assignor agreed to assign his rights
under the Asset Purchase Agreement to the Assignee.
WHEREAS,
pursuant to the terms of the Asset Purchase Agreement, Assignor has the right
to
assign all or a portion of his rights, including his rights, proceeds, rights
to
receive and obtain title to assets, claims and benefits under the Asset Purchase
Agreement to the Assignee or the Assignee’s affiliates.
WHEREAS,
the Assignor now desires to assign, and the Assignee desires to accept, the
Assignor’s rights under the Asset Purchase Agreement.
NOW,
THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION RECEIVED, Assignor and Assignee
hereby agree as follows:
1. Assignor
hereby unconditionally and irrevocably assigns, grants, and transfers, and
the
Assignee hereby accepts, all of the Assignor’s rights, title, interest, and
obligation in, to and under the Asset Purchase Agreement.
2. The
Assignor hereby warrants and represents that the Assignor possesses full right
and authority to enter into this Agreement and to transfer the aforementioned
rights, title, interest and obligation.
3. The
Assignor warrants and represents that the aforementioned rights, title, interest
and benefits are free from all liens, encumbrances, or adverse
claims.
4. The
assignment shall be binding upon and inure to the benefit Assignor and Assignee,
and to their successors, assigns, and personal representatives.
5. This
Agreement may be executed manually or by facsimile signature in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute but one and the same instrument.
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of this page left blank intentionally]
IN
WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
as
of the date first above written.
ASSIGNOR:
______________________________
▇▇▇▇▇
▇▇▇▇▇▇▇, D.O.
ASSIGNEE:
BASIC
HEALTH CARE NETWORKS OF TEXAS, L.P.
a
Texas
limited partnership
By:
Basic
Health Care Networks of Texas I, LLC, its general partner
By:
__________________________
▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Chief
Executive Officer