Asset Purchase Agreement
Category: Uncategorized
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the “AGREEMENT”) is entered into as of July
31, 2007 by and among Skilled Healthcare Group, Inc., a Delaware corporation,
(the “BUYER”); the limited liability companies listed on SCHEDULE A hereto (each
a “COMPANY” or “SELLER”and collectively, the “COMPANIES” or “SELLERS”). Scott
Athans, an individual (“ATHANS”), and Alan Zampini, an individual (“ZAMPINI”,
and together with Athans, the “BENEFICIAL OWNERS”) join this Agreement only as
to ARTICLE 3, 9 and 10, and Sections 5.4 and 5.5. Subject to the provisions of
Section 10.6, the parties acknowledge that Buyer may assign any or all of its
rights hereunder to one or more of its Affiliates, and references herein to
“Buyer” shall include any such assignees. An index of defined terms used herein
is set forth in ARTICLE 11.
INTRODUCTION
The Beneficial Owners directly or indirectly own a majority of the
outstanding membership and equity interests (the “EQUITY INTERESTS”) of the
Companies. The Sellers wish to sell, and Buyer wishes to buy, substantially all
of the assets of the Companies, including, without limitation, substantially all
of the assets of the Companies relating to those skilled nursing care facilities
listed on SCHEDULE A (the “ACQUIRED FACILITIES”), on the terms and conditions
set forth herein. The Beneficial Owners, as the direct and indirect owners of
the Companies, will derive substantial benefits from such sale and purchase and
wish to cause such sale and purchase to be consummated. Such sale and purchase
and each other related transaction referred to herein are sometimes collectively
referred to herein as the “TRANSACTIONS”.
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