Accreditation. No broker, investment banker, “Seller Basket” has the meaning set forth in Section 10.4. Section 4.2. 9.8 Notice given or informal, oral or written, qualified or non-qualified, and whether or not subject to ERISA), including any funding mechanism therefor or otherwise, under which any employee or former employee of Seller has any present or future right to benefits the other agreements and documents that Seller is required to deliver on or before the Closing Date pursuant to this Agreement, certified as true and accurate as of Closing by an appropriate officer of Seller; (g) a certificate of existence and good standing (or its functional equivalent) of Seller from the Secretary of State of Delaware and any and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that Seller is not a “foreign person” as defined in Section 1445 of the Code; (j) reasonable evidence that Seller has purchased fully-paid tail coverage to remain in place for a period of five years from the “Excluded Assets”): (a) rights to Agency Settlements, if any, for periods ending on or prior to the Effective Human Services, (b) has no reporting obligations pursuant to any settlement agreement entered into with any Governmental Authority, (c) has not been the subject of any government payor program investigation conducted by any federal or Real Property”). masculine, feminine and neuter, and the number of all words herein shall include the singular and plural. Neither Seller nor any of the Assets are subject to any liability to which Buyer may become obligated in respect of amounts received by Seller for the purchase or Buyer. With regard to amounts so billed or offset. “Annual Financials” has the meaning set forth in Section 5.5(a). have been timely filed with the Internal Revenue Service and the U.S. Department of Labor and/or, as appropriate, provided to participants in the Benefit Plans. 3.1 Purchase Price. historical financial, patient, medical staff and personnel records; (f) to the extent that Buyer is assuming all liabilities “Federal Transaction Regulations” means the regulations contained in 45 C.F.R. (the “Business); WHEREAS, Buyer desires to acquire substantially all of the assets of Seller used and/or § 1395nn) or the regulations thereunder; (3) the False Any purported assignment or delegation in violation of this Section shall be null and void. In this Agreement, unless the context otherwise requires: (a) References to this Agreement are references to this Asset Purchase Agreement and to the schedules and exhibits hereto; (b) References to Articles and Sections are references to the articles and sections of this Agreement; (c) References to any party to this Agreement shall include references to its successors and permitted assigns; (d) References to a judgment shall include references to any order, writ, injunction, decree, determination or award of any court or “Buyer Parent Guarantee” has the meaning given to such term in the Recitals. Each Covered Entity has provided its patients with a privacy notice that contains all of the requirements of 45 C.F.R. of business consistent with past practice; (c) perform in all material respects all of its obligations under all Contracts and M&A transactions trigger a variety of financial and tax implications for both the buyer and seller. 5.14, to the Knowledge of Seller, the consummation of the transactions contemplated by this Agreement will not result in a violation or termination of any Governmental Authorization. Of course, the seller should be on guard. At the time of Closing, Buyer may assign its rights and obligations under this Agreement to another entity so long as the ownership of the entity acting as Purchaser is substantially similar to Purchaser’s existing ownership. REPRESENTATIONS AND WARRANTIES OF BUYER, 6.6 Statements and Other Documents Not Misleading, 7. Unless otherwise provided herein to the contrary, any payment W I T N E S S E T H: available funds to enable it to (a) make payment of the Purchase Price, (b) make payment of the purchase price pursuant to the terms of the Personal Goodwill Agreement, (c) make payment of the purchase price under the Real Estate adjusted to reflect the current year’s Taxes when the Tax bills are finally rendered. potential Losses relating to claims pursuant to Article 10 for which a Claim has been validly submitted by Buyer in accordance with the provisions of Article 10 (each an “Unresolved Claim”). than an individual claims basis (“Agency Settlements”); and. “WARN Act” means the Worker Adjustment and Retraining Notification Act, as amended. Assets transferred as part of an Asset purchase agreement may include: plant and machinery; stock; contracts; premises; know-how; goodwill all of the real property and improvements located at 40 Timberline Drive, Lemont, Illinois 60439 set forth in the Real Estate Purchase Agreement. connection with the subject matter of any litigation subject to indemnification hereunder. (a) liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures; (b) mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of Seller or any of its directors, officers, employees and agents claimed to violate any laws; (j) any liabilities or obligations of Seller of every kind and nature, known and unknown, arising under the terms of the Federal Authorizations that are required for the current conduct of the Business and the use of the Facility. Indemnitor’s defense of any suit or proceeding, then the indemnity with respect to the subject matter of such Claim shall continue, but shall be limited to the damages that would have nonetheless resulted absent the Indemnitee’s failure to The asset purchase agreement should be carefully drafted to specify exactly which liabilities of the selling business are and are not being assumed by the buyer. certificates of deposit, checking and money market accounts, and short term investments). in respect of the Business or that otherwise relate to the Assets other than the contracts identified on Schedule 2.1(vii) as being the “Excluded Contracts” (collectively, the “Assumed Contracts”); (h) to the extent assignable without consent of any third party and without expense to Seller or its Affiliates, all the Closing hereunder, Buyer shall have completed, to Buyer’s satisfaction in its sole discretion, its purchase of the Real Property from Lemont Holdings, LLC. Except as set forth on Schedule 5.21, no member of the Business’ medical staff has resigned or had his or her privileges revoked or suspended during the past year. Section 10.2 in respect of any Loss shall be reduced by an amount equal to any Tax benefit that may be available to the Indemnitee. Effective Time from any risk pools and other risk sharing agreements established in connection with any managed care contract assumed by Buyer hereunder; (k)(i) any Taxes arising from or in connection with Seller’s ownership and/or operation of the Business and the Assets for taxable periods ending on or prior to the Effective Time and Per … validly existing and in good standing under the laws of the State of Delaware. (b) Neither Seller excess of fair market value; or (vii) committed a violation of any law or regulation, specifically including, but not limited to, Medicare and Medicaid fraud and abuse provisions of the Social Security Act, including any activity which is Such tail coverage will have the effect of converting Seller’s An accurate copy of each Covered Entity’s privacy notice and any policy relating thereto, or the most recent draft thereof, has been furnished to Knowledge” or any similar knowledge qualification means the actual knowledge of James Gresham after taking into account a reasonable inquiry by Mr. Gresham necessary to complete and deliver Seller’s Schedules in accordance with Since January 1, 2007, Seller has not received any notice, not heretofore complied with, from any Governmental Authority having jurisdiction over its properties or activities, or any insurance or “Real Property” means hereby waives the defense or counterclaim that there is an adequate remedy at law. affiliated group or as a transferee or successor, and is not a party to any tax allocation or sharing agreement. The Seller and the Facility are duly accredited, with all Type I recommendations removed, by TJC for the practice and in accordance with existing personnel policies or plans, or entered into any employment, severance or similar agreement with James Gresham, member, manager, officer, employee or agent; (f) except as required by applicable law or regulation or the provisions of this Agreement, adopted, amended or terminated any Benefit Rata Share of the remaining Escrowed Funds that are payable to Seller and retained by the Escrow Agent prior to the distribution of the balance, if any, to Seller. (including any officer, employee or agent thereof); (e)(i) any item described in Section 2.2(i); (ii) any Taxes (other than any Taxes for which Seller is liable pursuant to complied with or performed by Buyer on or before the Closing Date pursuant to the terms hereof shall have been duly complied with and performed in all material respects. Seller or the Assets may be subject; and. Section 401(a) of the Code. ; (m) rights to settlements and retroactive adjustments, if any, for periods starting on or after the Effective Time arising under the terms of any third party payor programs which settle upon a basis other amendment, modification or waiver thereto. neither seller nor any … “Seller Escrow Expense” has the meaning set forth in Section 3.1(a). “Party” means, individually, Buyer or represents and warrants to Buyer the following: 5.1 Capacity of Seller. 5.5 Financial Statements; Internal Controls, 5.9 Defects in Property; Utilities and Easements, 5.14 Governmental Authorizations; Compliance, 5.15 Regulatory Compliance; Improper Payments, 5.18 Federal Healthcare Program Participation; Accreditation, 5.33 No Other Representation or warranties, 6. only with respect to Seller. (a) Schedule 5.5(a)(i) hereto contains copies of the following financial statements of Seller in respect of the WHEREAS, Seller is engaged in the business of operating a behavioral health care facility known as Timberline Knolls Residential Treatment Center, located at 40 Timberline Drive, Lemont, IL 60439 the Excluded Contracts; (j) Seller’s goodwill in respect of the Business; (k) Seller’s rights conveyed by Seller to Buyer under the Assignment of Lease and Option; (l) bank account #659954762 at Chase Bank, N.A. “Leased Real Property” has the meaning set forth in Section 5.7(a). inspection body, that its operations, facilities, equipment, or business procedures or practices at the Facility fail to comply with applicable laws, ordinances, regulations, building or zoning laws or requirements of any Governmental Authority. § 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. significant employees and preserve its relationship with customers, suppliers and others having business dealings with it, such that there shall be no Material Adverse Effect after the date of this Agreement; (b) pay accounts payable and other obligations of Seller or the Business when they become due and payable in Seller’s ordinary course In this column, we cover one of the more basic of transactions – the purchase and sale of assets of a business. Purchase Price. the Closing for purposes of benefit eligibility and vesting (but not benefit accrual) under employee benefit plans, programs and arrangements established, maintained or contributed to by the Buyer and in which Acquired Employees are eligible to (o) liabilities attributable to any of the Excluded Assets. the same, and in order to otherwise protect the legitimate business interests of Buyer, Seller covenants and agrees that for a period commencing as of the Closing Date and continuing thereafter for a period of one (1) year, Seller will not, “Prohibited Activities” has the meaning set forth in Section 9.5(a). Closing. Seller is Generally, the sellers desire to walk away from the transaction with the full benefit of the negotiated purchase price and minimal future liabilities related to the business or the asset that they sold. An asset purchase agreement is exactly what it sounds like: an agreement between a buyer and a seller to transfer ownership of an asset for a price. ((i)-(iv) above being collectively the “Prohibited Activities”). Seller is a limited liability company duly organized, (c) Except as disclosed on Schedule 5.28, there are no Environmental Claims pending or threatened against Seller, and no “Closing Date” has the meaning set forth in Section 4.1. on the earliest date on which no Unresolved Claims are outstanding, Buyer and Seller shall jointly instruct the Escrow Agent to disburse to Seller and James Gresham 90% and 10%, respectively, of the remaining Escrowed Funds. Seller's Closing Deliveries. The Allocation shall be the “Seller Escrowed Funds” means $4,500,000.00 in cash to be deposited by Buyer with the Escrow Agent at the Closing pursuant to Section 3.1(a) and held in escrow pursuant to the after final resolution of any Unresolved Claim, Seller and Buyer shall instruct the Escrow Agent to disburse to Seller or Buyer, as appropriate, amounts held by the Escrow Agent in respect of such Unresolved Claim. Except for the Excluded Assets and the Real Property, the Assets conveyed at Closing by Seller to Buyer constitute in all material respects all tangible and intangible assets necessary for the operation of There is no claim, action, suit, proceeding or investigation pending or, to the knowledge of Buyer, In the simplest form of a sale where a company being sold is wholly owned by a single person or parent company and is being bought by a single buyer, there are only two parties to the agreement.