MEMBERSHIP INTEREST PURCHASE AGREEMENT

LLC Membership Agreement

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Title: MEMBERSHIP INTEREST PURCHASE AGREEMENT
Governing Law: Texas Date: 9/1/2005
Industry: HTHFAC Sector: HEALTH

Membership Interest Purchase Agreement

Exhibit 10.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

by and between

HORIZON HEALTH CORPORATION

as Seller,

and

CAREERSTAFF UNLIMITED, INC.

as Buyer

Dated as of August 22, 2005

TABLE OF CONTENTS


		Page
Section 1. Definitions		1
Section 1.1	Definitions	1

Section 2. Purchase and Sale		2
Section 2.1	Interests	2
Section 2.2	Seller Assumed Liabilities	3
Section 2.3	Intercompany Receivable	3

Section 3. Purchase Price		3
Section 3.1	Cash at Closing	3
Section 3.2	Note A	4
Section 3.3	Note B	4
Section 3.4	Sun Guaranty	4
Section 3.5	Purchase Price Allocation	4

Section 4. Closing		4
Section 4.1	Escrow Date and Closing Date	4
Section 4.2	Escrow Transactions	4
Section 4.3	Closing Date	6
Section 4.4	Working Capital Settlement	6

Section 5. Conditions to Closing		8
Section 5.1	Buyer’s Conditions	8
Section 5.2	Seller’s Conditions	8

Section 6. Representations by Seller		9
Section 6.1	Interests	9
Section 6.2	Company	9
Section 6.3	Subsidiaries, Etc.	9
Section 6.4	No Proceedings	9
Section 6.5	Authority	9
Section 6.6	Litigation and Incident Reports	10
Section 6.7	Compliance	10
Section 6.8	Property	11
Section 6.9	Employees; Unions	11
Section 6.10	Hazardous Materials	11
Section 6.11	Condemnation	12
Section 6.12	Contracts	12
Section 6.13	Taxes	13
Section 6.14	Liens	13
Section 6.15	No Brokers or Finders	13
Section 6.16	Financial Statements.	13
Section 6.17	Insurance	14


Membership Interest Purchase Agreement		i


Section 6.18	Licenses	14
Section 6.19	Operational Assets	14
Section 6.20	Employees of Seller	14
Section 6.21	Accounts Receivable	15
Section 6.22	Proprietary Rights	15
Section 6.23	No Misrepresentations	15
Section 6.24	Background Checks and Drug Screening	15
Section 6.25	Employee Licenses	16
Section 6.26	No Other Representations or Warranties.	16
Section 6.27	Accounts Payable	16
Section 6.28	Employee Benefits	16
Section 6.29	Guarantees	17

Section 7. Representations by the Buyer		17
Section 7.1	Authority	17
Section 7.2	Authorization/Execution	17
Section 7.3	Organization and Good Standing; No Violation	18
Section 7.4	Legal Proceedings	18
Section 7.5	Solvency	18
Section 7.6	No Conflicts; Consents	18
Section 7.7	Brokers and Finders	18

Section 8. Indemnification		19
Section 8.1	Survival	19
Section 8.2	Indemnification of Buyer by Seller	19
Section 8.3	Indemnification of Seller by Buyer	20
Section 8.4	Method of Asserting Claims	21
Section 8.5	Right of Offset	24
Section 8.6	Exclusive Remedy	24
Section 8.7	Survival	24
Section 8.8	Release	24

Section 9. Non-Disclosure		24

Section 10. Miscellaneous		24
Section 10.1	Entire Agreement	24
Section 10.2	Further Assurances and Cooperation	25
Section 10.3	Successors and Assigns	25
Section 10.4	Amendments	25
Section 10.5	Applicable Law; Venue; Jurisdiction	25
Section 10.6	Construction	25
Section 10.7	Severability	25
Section 10.8	Waivers	26
Section 10.9	Time is of the Essence	26
Section 10.10	Attorneys Fees	26
Section 10.11	Notices	26


Membership Interest Purchase Agreement		ii


Membership Interest Purchase Agreement		iii

EXHIBITS AND SCHEDULES

EXHIBITS


Exhibit 2.2		Assumption Agreement
Exhibit 3.2		Note A
Exhibit 3.3		Note B
Exhibit 3.4		Sun Guaranty
Exhibit 4.2(b)		Assignment of Membership Interest
Exhibit 4.2(g)		Non-Competition and Non-Solicitation Agreement
Exhibit 4.2(j)		Transition Services Agreement
Exhibit 4.2(k)		Assignment of Lock Box
Exhibit 4.3(a)		Seller’s Closing Certificate
Exhibit 4.3(b)		Buyer’s Closing Certificate
Exhibit 6.2		Certificate of Formation and Operating Agreement
Exhibit 6.21		Accounts Receivable

SCHEDULES


Schedule 2.2		August Bonuses
Schedule 4.2(l)		Third Party Consents Delivered At Closing
Schedule 6.2		Formation, Qualification and Officers
Schedule 6.6		Pending Litigation
Schedule 6.7		Contracts Requiring Consents
Schedule 6.8		Title Encumbrance
Schedule 6.9		Employees and Independent Contractors
Schedule 6.12		Contracts with Vendors and Landlords and Material Contracts with Customers
Schedule 6.16		Financial Statements
Schedule 6.17		Insurance
Schedule 6.18		Licenses
Schedule 6.19		Operational Assets not Owned or Leased
Schedule 6.20		List of Corporate Employees and Employment Contracts
Schedule 6.22		Trademarks, Domain Name Registration and Material Software
Schedule 6.28		List of Employee Benefit Plans


Membership Interest Purchase Agreement		iv

TABLE OF DEFINED TERMS