Attachment A
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT (the “
Assignment and Assumption Agreement
”) is dated as of October 26, 2007, by and
between (i) Quality of Life Home Health Services, Inc., a Florida
corporation, (“ Assignor
”), and (ii) Caretenders Visiting Services of
Pinellas County, LLC, a Florida limited liability company
(“ Assignee ”).
Background
A. Assignor and
Assignee are parties to that certain Asset Purchase Agreement dated
as of October 23, 2007, by and among Caretenders Visiting Services
of Hernando County, LLC, Caretenders Visiting Services of Pinellas
County, LLC, Mederi Caretenders VS of Tampa, LLC, Quality of Life
Holdings, Inc., Quality of Life Home Health Services, Inc., Quality
of Life Home Health Services of Hillsborough, Inc., Quality of Life
Homecare of Hernando, Inc., Almost Family, Inc., Michael Moses,
James Heenan and Rosalind M. Heenan (the “
Purchase Agreement ”).
B. Pursuant to
the Purchase Agreement, Assignor has agreed to assign certain
rights and agreements to Assignee, and Assignee has agreed to
assume certain obligations of Assignor as set forth herein, and
this Assignment and Assumption Agreement is contemplated by
paragraph 3.2 of the Purchase Agreement.
Agreement
In consideration of the covenants contained in this
Assignment and Assumption Agreement and for other good and valuable
consideration, the receipt, adequacy and legal sufficiency of which
are hereby acknowledged, Assignor and Assignee, intending to be
legally bound, agree as follows:
1.
Capitalized Terms
. Capitalized terms
used but not defined herein shall have the meanings for such terms
that are set forth in the Purchase Agreement. For purposes of this
Assignment and Assumption Agreement, the “
Effective Time ”
shall mean 12:01 a.m., October 27, 2007.
2.
Assumption . Assignor hereby assigns, sells,
transfers and sets over (collectively, the “
Assignment ”) to
Assignee all of Assignor’s right, title benefit, privileges
and interest in and to the Purchased Assets, Assumed Contracts and
Assumed Leases, and all of Assignor’s burdens, obligations
and liabilities in connection with each of the Assumed Liabilities.
Assignee assumes and agrees to pay, perform, fulfill and discharge
those liabilities and obligations arising from and after the
Effective Time under the Assumed Liabilities. Assignor and Assignee
agree that all Excluded Liabilities shall remain the sole
responsibility of Assignor.
3.
Terms of the Purchase Agreement
. The terms of the
Purchase Agreement, including Assignee’s covenants,
agreements and indemnities relating to the Assumed Liabilities and
Assignor’s representations, warranties, covenants, agreements
and indemnities relating to the Purchased Assets, Assumed
Contracts, Assumed Leases and Assumed Liabilities, are incorporated
herein by this reference. Assignor and Assignee acknowledge and
agree that the representations, warranties, covenants, agreements
and indemnities contained in the Purchase Agreement shall not be
superseded but shall remain in full force and effect to the full
extent provided therein. In the event of any conflict or
inconsistency between the terms of the Purchase Agreement and the
terms hereof, the terms of the Purchase Agreement shall
govern.
4.
Further Actions . Each of the parties covenants and
agrees, at its own expense, to execute and deliver, at the request
of the other party, such further instruments of transfer and
assignment and to take such other action as such other party may
reasonably request to more effectively consummate the assignments
and assumptions contemplated by this Assignment and Assumption
Agreement.
5.
Notices . All notices or other communications
or deliveries provided for under this Assignment and Assumption
Agreement shall be given as provided in the Purchase
Agreement.
6.
Governing Law . This Assignment and Assumption
Agreement shall be governed by and construed and enforced in
accordance with the internal laws (as opposed to the conflicts of
laws provisions) of the State of Florida.
7.
Binding Effect; Assignment
. This Assignment and
Assumption Agreement and all of the provisions hereof shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective successors and permitted assigns.
8.
Execution in Counterparts
. This Assignment and
Assumption Agreement may be executed in any number of counterparts
with the same effect as if the signatures thereto were upon one
instrument.
9.
Amendments . No amendment of any provision of
this Assignment and Assumption Agreement shall be valid unless the
same shall be in writing and signed by Assignor and
Assignee.
[Signatures on Following Page]
2
IN WITNESS WHEREOF ,
the parties have executed this Assignment and Assumption Agreement
as of the date first set forth above.
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QUALITY OF LIFE HOME HEALTH SERVICES,
INC.
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By: /s/ Michael Moses
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Title: President
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CARETENDERS VISITING SERVICES OF
PINELLAS COUNTY, LLC
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By: /s/ Todd Lyles
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Title: Sr. Vice President
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3
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT (the “
Assignment and Assumption Agreement
”) is dated as of October 26, 2007, by and
between (i) Quality of Life Home Health Services of Hillsborough,
Inc., a Florida corporation, (“ Assignor ”), and (ii) Mederi
Caretenders VS of Tampa, LLC, a Florida limited liability company
(“ Assignee ”).
Background
A. Assignor and
Assignee are parties to that certain Asset Purchase Agreement dated
as of October 23, 2007, by and among Caretenders Visiting Services
of Hernando County, LLC, Caretenders Visiting Services of Pinellas
County, LLC, Mederi Caretenders VS of Tampa, LLC, Quality of Life
Holdings, Inc., Quality of Life Home Health Services, Inc., Quality
of Life Home Health Services of Hillsborough, Inc., Quality of Life
Homecare of Hernando, Inc., Almost Family, Inc., Michael Moses,
James Heenan and Rosalind M. Heenan (the “
Purchase Agreement ”).
B. Pursuant to
the Purchase Agreement, Assignor has agre
