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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

Rome Bancorp, Inc.

Date:

2007

Size:

19KB total

Price:

$38

ID:

#2770172

► Purchase & Sale ► Purchase ► Asset Purchase Agreements
► Financial ► S&Ls/Savings Banks

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ASSET PURCHASE AGREEMENT
between
MEDICAL RESOURCES, INC.
and
PREMIER MEDICAL SERVICES, LLC

TABLE OF CONTENTS

1.	Asset Sale	1
2.	Purchase Price; Manner of Payment	1
3.	Closing; Closing Conditions	1
4.	Closing Expenses	2
5.	Closing Commitments.	2
6.	General Provisions	2

Schedules:
Schedule A. (the Assets)

Exhibits:
Exhibit 3.2. a (Form of Assignment)

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the "Agreement") is dated as of March 7, 2007, and is between MEDICAL RESOURCES, INC., a Virginia corporation ("Seller"), and PREMIER MEDICAL SERVICES, LLC, a Florida limited liability company ("Purchaser").

Seller operates a diagnostic testing business (the "Business"). Seller desires to sell all the customer accounts and account agreements (collectively, the Assets)and Purchaser desires to purchase the Assetson the terms contained in this Agreement. The assets are listed in Schedule A.

The parties therefore agree as follows:

1.	Asset Sale.
1.1.	Seller hereby sellsand Purchaser hereby purchasesthe Assets on the terms set forth in this Agreement. Purchaser is not assuming any of Sellers liabilities.

2.	Purchase Price; Manner of Payment.
2.1.	The purchase price for the Assets is $440,000 (the Purchase Price). One Thousand Dollars ($1,000) is payable as a down payment concurrently with executing this Agreement. The balance of the Purchase Price is payable as follows. On the 15^thday of each month hereafter, Purchaser shall pay Seller 30% of Purchasers gross collections in the immediately prior month from MRI Accounts (as defined below) from Purchaser providing diagnostic testing services to such accounts. At the time of such payment, Purchaser shall provide the Seller with all the supporting documentation related to such payment necessary to determine what services were performed for the MRI Accounts at issue, and what revenues were received for such services. Notwithstanding collections, however, in no event must Purchaser ever pay more than $440,000, in the aggregate, to Seller. If, on the 10th anniversary of the date of this Agreement, Purchaser has not yet paid the $440,000 Purchase Price in full, then Purchaser must then pay Seller the shortfall. The shortfall must be paid in 3 equal annual installments, without interest, on the 11th, 12th and 13th anniversaries of the date of this Agreement.

3.	Closing; Closing Conditions.
3.1.	The parties are closing the sale of the Assets (the Closing, and the date thereof, the Closing Date) concurrently with the execution of this Agreement.

3.2.	Simultaneously with executing this Agreement, Seller must deliver to Purchaser the following:

	a.	an assignment, in the form attached as Exhibit 3.2.a (the "Assignment"), signed by Seller, together with all customer agreements; and

	b.	Noncompetition and Confidentiality Agreements, in the form attached as Exhibit 3.2.b (the Noncompete Agreement), signed by Seller, and each of its owners, officers and directors, who held such positions at any time within the 180-day period on or before the date hereof.

3.3.	Purchasers obligations under this Agreement are subject to its receipt of all the documents and instruments recited in Section 3.2, the provisions of which are conditions precedent to those obligations. Purchaser may waive any or all of the foregoing conditions.

4.	Closing Expenses.

4.1.	Seller and Purchaser shall each pay all fees and expenses it incurs in connection with the transactions provided for hereunder, including its respective attorneys and accountants fees. Without limiting the generality of the foregoing, Seller is exclusively responsible for all costs relating to transferring the Assets to Purchaser in accordance with the terms of this Agreement, including all expenses relating to procuring any third-party consent to the transfer of any of the Assets.

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