Exhibit 10.2
BILL OF SALE
AND
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS BILL OF
SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
(“Agreement”), is made and entered into effective as of
this 31st day of December, 2008, by and among DCA OF HYATTSVILLE,
LLC, a Maryland limited liability company
(“Purchaser”), and ST. THOMAS MORE DIALYSIS CENTER,
LLC, a Maryland limited liability company
(“Seller”).
WHEREAS, the
Seller and the Purchaser are parties to an Asset Purchase Agreement
dated as of December 31, 2008 (the “Purchase
Agreement”) whereby (i) Seller has agreed to sell, convey,
transfer, assign and deliver to the Purchaser the Acquired Assets
(as defined in the Purchase Agreement), and Seller has agreed to
assign and the Purchaser has agreed to assume, the Assumed
Liabilities (as defined in the Purchase Agreement);
WHEREAS, all
capitalized terms not defined herein shall have the meanings
ascribed to such terms in the Purchase Agreement.
NOW THEREFORE,
pursuant to the Purchase Agreement, and in consideration of the
mutual promises, covenants and agreements therein and hereinafter
set forth and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree
as follows:
(a) Seller
hereby sells, assigns, conveys, transfers, sets over and delivers
to the Purchaser all of Seller’s right, title and interest in
and to the Acquired Assets, free and clear of all Liens, to have
and to hold such Acquired Assets into the Acquiring Entity, its
respective successors and assigns, forever.
(b) The
Seller warrants that it has good, valid and marketable title to all
of the Acquired Assets, free and clear of any and all Liens, and
hereby covenants and agrees to defend the transfer, sale,
assignment and delivery of such Acquired Assets to the Purchaser
against each and every claim of superior title, right or interest
therein or thereto.
(c) Notwithstanding
anything contained herein, Purchaser is not purchasing from the
Seller nor receiving from Seller any of the Excluded Assets as set
forth in Section 1.3 of the Purchase Agreement.
2.
Assignment and Assumption of Assumed Liabilities.
(a) Seller
hereby assigns to Purchaser, its respective successors and assigns,
and the Purchaser hereby assumes, in accordance with the terms and
conditions of the Purchase Agreement, the Assumed
Liabilities.
(b) In
the event that Seller and or the Purchaser determines after
execution of this Agreement that one or more contract or agreement
between Seller and any third party necessary to operate the
Acqu
