ASSET PURCHASE AGREEMENT RELATING TO
TASC ANESTHESIA, L.L.C.
THIS ASSET PURCHASE
AGREEMENT is made as
of September 30, 2005 by and
between UNION HOSPITAL, an Ohio nonprofit
corporation (the "PURCHASER") and TASC
ANESTHESIA, L.L.C. (the "SELLER"), an Ohio
limited liability company whose sole
member is Tuscarawas Ambulatory Surgery
Center, LLC ("TASC").
WITNESSETH:
WHEREAS, the
Seller owns certain assets as set forth on EXHIBIT
A,
attached hereto (the "ASSETS"); and
WHEREAS, the Purchaser
desires to purchase
and the Seller desires
to
sell the Assets; and
NOW, THEREFORE, it is
mutually understood,
agreed and represented
as
follows:
ARTICLE 1
TRANSACTION TERMS
1.1 SALE. The Seller agrees to sell, and the Purchaser agrees to buy,
the Assets at a price of $77,524.00 (the
"PURCHASE PRICE").
1.2 PAYMENT AND
DELIVERY. The Purchase
Price for the Assets
shall be
paid to the Seller by the Purchaser at the Closing. The Parties agree and
acknowledge that it is the intent of Seller to
pay any outstanding
liabilities
and distribute the remaining proceeds of the transaction to TASC, its sole
member, which in turn intends to distribute
such amounts pro rata to its Members
(i.e., those Members existing immediately prior to the Purchaser
becoming a
Member) consistent with its or their
respective Units in TASC.
ARTICLE 2
CLOSING
2.1 THE CLOSING. The
consummation of the transactions contemplated by
this Agreement (the "CLOSING") shall take
place at the offices of Miller & Kyler
commencing at 9:00 a.m. local time on the
date of this Agreement, or such other
place and date as is agreed to by the
parties hereto. Following the satisfaction
or waiver of all conditions to the obligations of the parties hereto to
consummate the transactions contemplated hereby (other than conditions with
respect to actions the respective parties hereto will take at the Closing
itself), the transactions contemplated by this Agreement to
occur upon Closing
shall be effective as of 12:00 a.m. on
October 1, 2005 (the "CLOSING DATE").
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2.2 DELIVERIES BY THE SELLER AT THE CLOSING. At the Closing, the
Seller
will deliver to Purchaser such instruments of title, certificates, consents,
endorsements, assignments, assumptions and other
documents or instruments, in a
form reasonably satisfactory to the Purchaser and its counsel, as set forth
herein or as may be reasonably requested by the Purchaser in
order to transfer
the Assets to the Purchaser, to carry out the transaction
contemplated by
this
Agreement and to comply with the terms
hereof.
2.3 CLOSING DELIVERIES OF THE PURCHASER. At the Closing, the Purchaser
will deliver to the Seller payment of the Purchase Price in immediately
available funds and such other instruments, certificates, consents or other
documents as set forth herein or as may be
reasonably necessary to carry out the
transactions contemplated hereby.
ARTICLE
3
REPRESENTATIONS AND WARRANTIES
3.1 PURCHASER'S
REPRESENTATIONS,
WARRANTIES, AND COVENANTS. As of the
date hereof and as of the Closing Date, the
Purchaser represents,
warrants, and
covenants to the Seller that the
execution,
delivery and
performance
of this
Agreement are within the powers of the
Purchaser, have been
duly authorized by
all necessary action, and do not and will not (i)
violate any provision of the
governing documents of the Purchaser or of
any law, rule,
regulation,
order,
writ, judgment, injunction, decree, determination or award
presently in effect
having applicability to the Purchaser;
(ii) require the
consent or approval of,
or filing or registration with, any governmental
body, agency or authority or
any other third party; or (iii) result in a breach of or
constitute a
default
under, or result in the imposition of any
lien, charge or
encumbrance upon
any
property of the Purchaser pursuant to, any indenture or other agreement or
instrument under which the Purchaser is a party hereto or by which it or its
properties may be bound or affected. This
Agreement constitutes the legal, valid
and binding obligation of the Purchaser in
accordance with its terms, except as
such enforceability may be limited by bankruptcy or
similar laws affecting the
enforceability of creditors' rights
generally.
3.2 THE SELLER'S REPRESENTATIONS, WARRANTIES, AND COVENANTS. As of
the
date hereof and as of the Closing Date:
a. The Seller represents, warrants, and covenants to the Purchaser
that
it has good and marketable title to the Assets being sold to the Purchaser,
subject to no encumbrance or restraint on
transfer.
b. The execution, delivery and performance of this Agreement are
within
the powers of the Seller, have been duly
authorized by all necessary action, and
do not and will not (i) violate any
provision of the governing documents of the
Seller or of any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award presently
in effect having
applicability to the
Seller; (ii) require the consent or
approval of, or filing or registration with,
any governmental body, agency or authority; or (iii) result in a breach of
or
constitute a default under, or result in the imposition of any
lien, charge or
encumbrance upon any property of the Seller
pursuant to, any indenture or other
agreement or instrument under which the Seller is a party
hereto or
