Legal Dialysis Asset Sale Agreement

LEGAL DIALYSIS ASSET SALE AGREEMENT

This Asset Sale Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Seller Name: , a organized under the laws of , and Buyer Name: , a organized under the laws of . Seller and Buyer each may be referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Seller operates one or more dialysis treatment centers and owns certain tangible and intangible assets used in the operation of the dialysis business (the "Business"); and

WHEREAS, Seller desires to sell, transfer and assign to Buyer, and Buyer desires to purchase and assume from Seller, on the terms and subject to the conditions set forth in this Agreement, substantially all of the assets used in the Business as of the Closing (collectively, the "Assets"); and

WHEREAS, the Parties intend that the consummation of the transactions contemplated by this Agreement be carried out in a manner that preserves patient safety, complies with applicable licensing and regulatory obligations, and allocates liabilities as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings:

"Assets" means all tangible and intangible assets owned, leased or used by Seller in the operation of the Business as of the Closing, including but not limited to medical equipment, dialysis machines, spare parts, supplies, patient records to the extent assignable by law, contracts to be assigned, leases to be assigned with landlord consent, goodwill, trade names, and intellectual property. A detailed list of Assets is attached as Schedule A and summarized in Disclosure Schedule reference:

"Excluded Assets" means those assets to be retained by Seller as set forth in Section 4 below.

"Assumed Liabilities" means the liabilities of the Business to be assumed by Buyer as expressly set forth in Section 3.

2. PURCHASE AND SALE

2.1 Sale and Transfer. Subject to the terms and conditions of this Agreement, at the Closing Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase from Seller, all right, title and interest in and to the Assets free and clear of all Encumbrances except for Permitted Encumbrances.

2.2 Purchase Price. The aggregate purchase price for the Assets shall be Purchase Price: $ (the "Purchase Price"), subject to adjustments as provided herein. Buyer shall pay a deposit (the "Deposit") in the amount of $ to be held in escrow by Escrow Agent: , pursuant to an escrow agreement executed by the Parties.

3. ASSUMED LIABILITIES

3.1 Assumption. At and after the Closing, Buyer shall assume and agree to discharge only the Assumed Liabilities, which shall consist solely of the following obligations: (a) liabilities arising out of patient services provided after the Closing date; (b) obligations under Assigned Contracts expressly identified on Schedule B; and (c) such other obligations as the Parties expressly agree in writing. Specific Assumed Liabilities are identified in detail in Schedule B: .

3.2 Excluded Liabilities. Seller shall retain and remain liable for all liabilities and obligations not expressly assumed by Buyer, including without limitation tax liabilities, pension obligations, employee claims arising prior to the Closing, and any liabilities arising from Seller's pre-Closing operations.

4. EXCLUDED ASSETS

5. CLOSING

5.1 Closing Date and Place. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on Closing Date: at Closing Location: or at such other time and place as the Parties may agree in writing.

5.2 Closing Deliveries by Seller. At the Closing, Seller shall deliver to Buyer executed bills of sale, assignments, instruments of transfer, and certificates of title reasonably necessary to vest in Buyer all right, title and interest in and to the Assets, together with executed certificates and documents listed on Schedule C: .

5.3 Closing Deliveries by Buyer. At the Closing, Buyer shall deliver the Purchase Price, duly executed assignments and assumption agreements, and the documents listed on Schedule D: .

6. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that, except as set forth in the Disclosure Schedules delivered to Buyer prior to the Effective Date: (a) Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full corporate power and authority to execute and perform this Agreement; (b) Seller has good and marketable title to the Assets free and clear of all Encumbrances, other than Permitted Encumbrances; (c) there are no actions, suits, proceedings or investigations pending or, to Seller's knowledge, threatened against Seller that would reasonably be expected to materially impair Seller's ability to consummate the transactions; and (d) Seller has complied in all material respects with laws applicable to the operation of the Business, including healthcare licensure and patient privacy requirements, except where noncompliance would not materially impair the value or operation of the Business.

7. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that Buyer is duly organized and in good standing under the laws of its jurisdiction of organization, has the corporate power and authority to execute and perform this Agreement and to consummate the transactions contemplated hereby, and that Buyer has sufficient funds available to pay the Purchase Price and perform its obligations hereunder. Buyer further represents that the execution and performance of this Agreement by Buyer and the consummation of the transactions will not violate any material agreement to which Buyer is a party.

8. COVENANTS

8.1 Operation Prior to Closing. From the Effective Date until the Closing, Seller shall operate the Business in the ordinary course consistent with past practice and shall not, without Buyer’s prior written consent, enter into any agreements, incur any material liabilities, or sell or otherwise transfer material Assets, except in the ordinary course of business.

8.2 Regulatory Cooperation. Each Party shall cooperate, at the reasonable request and expense of the requesting Party, in pursuing any licenses, approvals, consents or notifications required to effectuate the transfer of Assets and operation of the Business following the Closing.

9. INDEMNIFICATION

9.1 Survival. The representations and warranties of each Party contained herein shall survive the Closing for a period of 24 months, except for fundamental representations relating to authority and title which shall survive for a period of 48 months.

9.2 Seller Indemnity. Seller shall indemnify, defend and hold harmless Buyer and its affiliates from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Seller's representations, warranties or covenants under this Agreement, or any Excluded Liabilities.

9.3 Buyer Indemnity. Buyer shall indemnify, defend and hold harmless Seller and its affiliates from and against any and all losses arising out of Buyer's breach of its representations, warranties or covenants or Buyer’s assumption of the Assumed Liabilities.

9.4 Indemnity Limitations. The aggregate liability of the indemnifying Party under this Section shall not exceed Indemnity Cap: $, except for liabilities resulting from fraud or willful misconduct, which shall not be subject to the cap.

10. TAX MATTERS

10.1 Allocation of Purchase Price. The Purchase Price shall be allocated among the Assets in accordance with a mutually agreed allocation schedule to be attached as Schedule E (the "Allocation Schedule"). The Parties shall file all tax returns and take such positions with respect to the allocation of the Purchase Price consistent with the Allocation Schedule, except as otherwise required by applicable law.

10.2 Transfer Taxes. All sales, use, transfer, documentary, stamp or similar taxes, fees and charges (excluding income taxes of Seller) arising from the transactions contemplated by this Agreement shall be borne by .

11. EMPLOYEES AND BENEFITS

11.1 Employees. The Parties agree to cooperate regarding the transfer or offer of employment to employees of the Business. Any employee claims arising prior to the Closing shall remain the responsibility of Seller unless otherwise expressly agreed in writing.

12. CONFIDENTIALITY

Each Party shall maintain in confidence all non-public information received from the other Party in connection with the negotiation and consummation of the transactions contemplated hereby in accordance with the confidentiality terms set forth in Schedule F: .

13. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered in person, by nationally recognized overnight courier, by certified mail (return receipt requested), or by electronic transmission (receipt confirmed) to the addresses set forth below or to such other address as a Party may designate by notice pursuant to this Section.

14. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved first by negotiation between senior representatives of the Parties and, if unresolved, by binding arbitration conducted in the county in which the principal office of the non-initiating Party is located, unless the Parties agree otherwise in writing.

15. MISCELLANEOUS

15.1 Entire Agreement. This Agreement, together with all Schedules and Exhibits referenced herein, constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

15.2 Amendments; Waiver. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement of such amendment, modification or waiver is sought. No failure or delay by a Party in exercising any right under this Agreement shall operate as a waiver of such right.

15.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect and intent, and the remaining provisions shall remain in full force and effect.

15.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed originals for all purposes.

SCHEDULES AND EXHIBITS

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