Exhibit 2.3
ASSET PURCHASE
AGREEMENT
between
SOUTHLAND HEALTH SERVICES,
LLC
(A MISSISSIPPI LIMITED LIABILITY
COMPANY)
And
QUALITY CARE AMBULANCE SERVICES,
INC.
(A TENNESSEE
CORPORATION)
ASSET PURCHASE
AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the
“Agreement”) is entered into as of May 2, 2004
between QUALITY CARE. AMBULANCE SERVICES, INC., a Tennessee
corporation (“Seller”), and Southland Health Services,
LLC, a Mississippi Limited Liability Company
(“Purchaser ” ), upon the following terms and
conditions:
WHEREAS, Seller operates an
emergency medical transportation service; and
WHEREAS, Seller desires to sell, and
Purchaser desires to purchase, the assets of Seller;
NOW, THEREFORE, in consideration of
the mutual covenants and agreements herein contained, the parties
agree as follows:
1. SALE AND PURCHASE OF
ASSETS
1.1 Sale and Purchase of
Assets. Seller hereby sells, transfers, assigns, conveys and
delivers good and marketable title to the assets which it owns and
assigns its leasehold rights to those assets which it leases, all
as described on Schedule 1.1 (hereinafter the “Assets”)
to Purchaser, free and clear of any Encumbrances except those
listed on Schedule 1.2. This Agreement shall also serve as a Bill
of Sale. Seller shall also sign, at closing or subsequently if
needed, any other instruments of assignment, transfer and
conveyance as Purchaser shall need to take full title to the
Assets.
1.2 No Assumption of Contracts or
Liabilities. Purchaser shall assume no leases or other
contracts at Closing, and shall not assume the liabilities and
obligations of Seller, whether arising before or after the Closing
Date, except as specifically listed on Schedule 1.2.
1.3 Consideration for Sale and
Transfer. The purchase price for the Assets (the
“Purchase Price”) shall be $2,500,000.00 (Two Million
Five Hundred Thousand Dollars), payable as follows:
(a) Promissory Note from Purchaser
to Seller for $1,251,776.43 (subject to certain set-offs as
described in said Note);
(b) Assumption of liabilities in the
amount of $645,834.14 as specifically described in Schedule
1.2;
(c) Assumption of the Pacific
Capital note in the amount of $ $602,389.43 Southland
1.2;
1.4 Employees. Purchaser
shall have no obligation to hire any employee of the Seller on or
after the Closing Date, but it may do so if it so desires. However,
for any current employee of Seller who is hired by Purchaser,
Purchaser shall be required to honor such employee’s vacation
benefits accrued while employed by Seller through close of business
on May 1, 2004, to the same extent and with the same effect as
if such employee had earned such benefits while employed by
Purchaser.
1.5 Further Acts and
Assurances. Seller shall, at any time and from time to time at
and after the Closing, upon request of Purchaser, take any and all
steps necessary to place Purchaser in possession and operating
control of the Assets to be transferred hereunder.
2. REPRESENTATIONS AND WARRANTIES
OF SELLER
Seller hereby represents and
warrants to Purchaser as follows:
2.1 Organization, Corporate Power
and Qualification. Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State
of Tennessee and has full corporate power to own, lease or sublease
and operate the Assets and to carry on its business as now being
conducted, and is duly qualified and in good standing to do
business in each jurisdiction in which the nature of the
Seller ’ s business or the ownership or
leasing of Seiler properties make such qualification necessary.
Seller has full corporate power to enter into this Agreement and to
consummate the transactions contemplated hereby. This transaction
has been approved by the Board of Directors and the Shareholders of
Seller, as evidenced by the “Written Consent Of The Directors
And Shareholders Of Quality Care Ambulance Services, Inc.”
delivered to Purchaser at or before Closing. Seller does not need
approval of its Creditors or the Bankruptcy Court to enter into
this Agreement as evidenced by Exhibit “1”
hereto.
2.2 Title to Assets. Seller
has, or will have at Closing, good and marketable title and valid
lease agreements to all of the Assets, subject only to encumbrances
shown on Schedule 1.2. All instruments to be executed and delivered
by Seller at the Closing will be valid, binding and enforceable in
accordance with their respective terms, and will effectively vest
in Purchaser good and marketable title and lease rights to all the
Assets.
2.3 Equipment. All of the
Assets listed on Schedule 1.1 are in good condition (normal wear
and tear excepted).
2.4 Defaults and Consents.
The Seller is not in default under any outstanding indenture,
mortgage, contract, lease or agreement to which Seller is a party
or by which Seller may be bound, which default could have a
material adverse effect on the Assets.
2.5 Litigation, etc. There is
no litigation, arbitration, governmental claim, investigation or
proceeding pending against Seller at law or in equity, before any
court, Southland arbitration tribunal or governmental agency, which
would prevent the consummation of the transaction contemplated by
this Agreement.
2.6 Taxes. As to the vehicles
being conveyed, there are no tax liens on such vehicles except
those with respect to taxes not yet due and payable. There are no
pending tax examinations of Seller’s tax returns nor has
Seller received a revenue agent’s report asserting a tax
deficiency in the last twelve (12) months. There are not and
will not be at the Closing Date, any claims pending or asserted
against the vehicles being conveyed for unpaid taxes by
any
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federal, state or other governmental body. There
is the potential that the Internal Revenue Service may claim a lien
on certain of Seller’s office furniture and fixtures with an
estimated value no greater than $30,000.00. If Purchaser is
required to pay any amount to the Internal Revenue Service to
satisfy such potential lien, the amount paid will be offset against
the principal amount left owing by Purchaser on its promissory note
to Seller. Except as to those matters previously and currently
involved in the bankruptcy filed by Seller and as to the subsequent
plan of reorganization, Seller has withheld from each payment made
to employees of Seller the amount of all taxes (including, but not
limited to, federal, state and local income taxes and Federal
Insurance Contribution Act taxes) required to be withheld therefrom
and all amounts customarily withheld therefrom, and has set aside
a
