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LLC Membership Interest Purchase Agreement

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LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT , (this " Agreement" ) is entered into effective as of the 6th day of September, 2007 (the " Effective Date" ) by and among Medical Resources, LLC, a Florida limited liability company, (" MR" ), Walter Janke and Lalita Janke, (together, the " Jankes" ) and PrimaCare Corporation, a Florida corporation (" Buyer" ). MR, the Jankes and Buyer are hereinafter referred to jointly as the " Parties" and singularly as " Party" .

WHEREAS, Buyer desires to purchase from the Jankes and the Jankes desire to sell to Buyer membership interests representing 100% of the membership interests in MR.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, agreements and conditions set forth in this Agreement, and intending to be legally bound, the parties agree as follows: 1. Purchase and Sale of Membership Interests.
(a) Agreement . At the Closing, the Jankes shall sell to Buyer, and Buyer shall purchase from the Jankes in accordance with the terms and conditions contained in this Agreement:
(i) The Jankes' membership interests in MR (the " MR Membership Interests" ), which consists of 100% of all of MR' s issued and outstanding membership interests;
2. Purchase Price; Payment
(a) Purchase Price . The aggregate purchase price (the " Purchase Price" ) for the Membership Interests shall be an amount equal to 5 times MR' s earnings before interest, taxes, depreciation and amortization (" EBITDA" ), which shall be calculated based upon an audited review of MR' s financial statements for the 24 month period from January 1, 2008 through December 31, 2009. Notwithstanding the foregoing, the Purchase Price shall be no less than Fifteen Million Dollars ($15,000,000) and no more than Thirty Million Dollars ($30,000,000).
(b) Payment . The Purchase Price shall be paid as follows:
(i) At the Closing, Buyer shall deliver 28 million IWWI shares (as defined below) as an estimate of the Purchase Price to Escrow Agent pursuant to an Escrow Agreement by and among the Jankes, Buyer, MR, and Escrow Agent (the " Escrow Agreement" ). The form of the Escrow Agreement shall be agreed upon by all Parties within 30 days from the date of this Agreement.


1 (ii) All payments under this Section 2 shall be made in the form of shares of common stock of Inform Worldwide Holdings, Inc. (the " IWWI Shares" ). The number of the IWWI Shares to be placed into Escrow shall be determined as follows:
(1) The Purchase Price divided by the 90days Weighted Average Price of the IWWI Shares on the Trading Day immediately preceding the Closing Date.


The " Weighted Average Price" shall be established by the dollar volume-90 days weighted average price for IWWI Shares in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York Time (or such other time as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York Time (or such other time as such market publicly announces is the official close of trading) as reported by Bloomberg. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

The " Trading Day" means any day on which the IWWI Shares are traded on the over-the-counter market on the electronic bulletin board. (c) When the Purchase Price can be computed finally under the provisions of Section 2(a), an appropriate adjustment shall be made to the number of IWWI Shares delivered to the Escrow Agent. If Escrow Agent has received more shares than as is required to satisfy the Purchase Price, the Escrow agent shall deliver to Buyer such excess shares. If the Purchase Price requires the Buyer to pay additional shares, Buyer shall promptly deliver the proper number of shares needed so that the Purchase Price can be satisfied to the Jankes.
(d) Excluded Assets . At the Closing, title to the 2004 Kia Sedona Automobile License Tag No. 4531DX. Additionally, if MR receives from America' s Health Choice Medical Plans, Inc. any additional compensation due to CMS retroactive adjustments for the period prior to the Closing Date, fifty percent (50%) of the amounts received shall be payable to the Jankes when received by MR, as an addition to the Purchase Price. Further, at the time of Closing, MR shall assign to the Jankes all of its causes of action which it may hold against Dr. Edward Sollie and/or Molina Healthcare, Inc.
3. Representations and Warranties of MR and Jankes .


The Jankes, jointly and severally, and MR, jointly and severally with the Jankes, make the following representations and warranties to Buyer, each of which is true and correct on the date hereof and shall survive the consummation of the transactions contemplated hereby.

2 (a) Organization and Qualification . MR is a limited liability company duly organized and in active status under the laws of the State of Florida. MR has all requisite power and authority to carry on its business as currently conducted and is duly qualified to transact business in each jurisdiction in which the failure to be so qualified would reasonably be expected to have a material adverse effect on MR' s business, properties or financial condition (a " Material Adverse Effect" ).
(b) Capitalization . As of the Closing, the outstanding equity of MR will consist of 100% membership interest held by Jankes. There are no outstanding rights, options, warrants, preemptive rights, rights of first refusal or similar rights for the purchase or acquisition from MR of any equity interest in MR. All outstanding equity interests of MR have been issued in compliance with state and federal securities laws.
(c) Subsidiaries . Except as provided on Schedule 3(c) , and except as to Clinicare of Broward, LLC (formerly known as Family Futures, LLC), MR does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity. MR is not a participant in any joint venture, partnership, or similar arrangement.
(d) Valid Issuance of Membership Interests . The Membership Interests shall be duly authorized, validly issued, fully paid and non-assessable and will be free of restrictions on transfer directly or indirectly created by MR other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.
(e) Jankes . Each of the Jankes is a competent adult and has full power, legal right and authority to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by each of the Jankes pursuant hereto and to carry out the transactions contemplated hereby and thereby. Each of the Jankes has, and at the Closing Buyer will receive, good and marketable fee title to the MR Membership Interests, free and clear of all liens.
(f) Authority . The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by MR or the Jankes pursuant hereto and the consummation of the transactions contemplated hereby and thereby have been duly authorized by MR and the Jankes. No other or further act or proceeding on the part of MR or its members (including the Jankes in their personal capacities) is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by MR or the Jankes pursuant hereto or the consummation of the transactions contemplated hereby and thereby. MR and the Jankes have delivered to Buyer true, correct and complete copies of all consents, resolutions and other documents necessary to duly authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by MR or the Jankes pursuant hereto and the consummation of the transactions contemplated hereby and thereby. This Agreement constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by MR or the Jankes pursuant hereto will constitute, valid and binding agreements of MR and/or the Jankes, as the case may be, enforceable in accordance with their respective terms.


3 (g) Governmental Consents . Except as provided on Schedule 3(g) , no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of MR is required in connection with the offer, sale or issuance of the Membership Interests.
(h) Litigation . Except as provided on Schedule 3(h) , there are no actions, suits, proceedings or investigations pending or, to the best of MR' s knowledge, threatened before any court, administrative agency or other governmental body against MR. MR is not a party or subject to, and none of its assets is bound by, the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.
(i) Employees . Except as provided on Schedule 3(i) , MR is not a party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation agreement or arrangement with any collective bargaining agent. Except as provided on Schedule 3(i), upon the closing of this transaction, Buyer shall have the right to renegotiate all employment contracts to which MR is a party.
(j) Intellectual Property . To their knowledge MR has sufficient title to and ownership of, or other rights to use, all trade secrets, and, to its knowledge, copyrights, information, proprietary rights, trademarks, service marks and trade names in each case necessary for its business as now conducted without any material conflict with or infringement of the rights of others. Except as set forth on Schedule 3(k), there are no material outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is MR bound by or a party to any material options, licenses or agreements of any kind with respect to the trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. MR has not received any written, or to its knowledge, oral communications alleging that MR has violated or, by conducting its business as proposed, would violate any of the trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.


4 (k) Absence of Certain Events . Except as and to the extent set forth in Schedule 3(k) , since July 31, 2007, there has not been:
(i) No Adverse Change . Any material adverse change in the conduct, financial condition, assets, liabilities, business, prospects or operations of MR.
(ii) No Damage . Any material loss, damage or destruction, whether covered by insurance or not, relating to or affecting the business, assets or liabilities of MR.
(iii) No Increase in Compensation . Any increase in the compensation, salaries, commissions or wages payable or to become payable to any employees or agents of MR, including any bonus or other employee benefit granted, made or accrued in respect of such employees or agents, or any increase in the number of such employees or agents.
(iv) No Labor Disputes . Any labor dispute or disturbance relating to or affecting MR, other than routine individual grievances that are not material to the conduct, financial condition, assets, Liabilities, business, prospects or operations of MR.
(v) No Distributions . Any declaration, setting aside or payment of any dividend or other distribution in respect of MR' s capital stock; any redemption, purchase or other acquisition by MR of any capital stock of MR, or any security relating to such capital stock; or any other payment of any kind to any of MR' s members, except for regular payments of base salary, benefits under employee agreements applicable to MR employees generally and reimbursement of expenses in accordance with MR' s expense reimbursement policy.
(vi) No Increase in Affiliate Obligations . Any increase in MR' s investment in or receivable from any Affiliate of MR.
(vii) No Disposition of Property . Any sale, lease, grant or other transfer or disposition of any assets of MR, except for the sale of Inventory items in the ordinary course of business.
(viii) No Indebtedness . Any indebtedness for borrowed money incurred, assumed or guaranteed by MR.
(ix) Loans and Advances . Any loan or advance made by MR to any person or entity, other than advances made to MR' s employees in the ordinary course of business for travel and entertainment in accordance with past practice.


5 (x) Credit . Any grant of credit by MR to any customer (including any distributor) of MR on terms or in amounts more favorable than those that have been extended to such customer in the past, any other change in the terms of any credit heretofore extended by MR or any other change of MR' s policies or practices with respect to the granting of credit.
(xi) Discharge of Obligations . Any discharge, satisfaction or agreement to satisfy or discharge any liability of MR, other than the discharge or satisfaction in the ordinary course of business of current liabilities and current liabilities incurred since July 31, 2007 in the ordinary course of business.
(xii) Deferral of Liabilities . Any deferral, extension or failure to pay any of the liabilities of MR as when the same become due or any allowance of the level of the liabilities of MR to increase in any material respect or any prepayment of any of the liabilities of MR.
(xiii) Accounting Principles . Any material change in MR' s financial or tax accounting principles or methods, except to the extent required by GAAP.
(xiv) No Unusual Events . Any other event or condition not in the ordinary course of business that relates to or affects the business or assets of MR.
(l) Compliance with Other Instruments . Except as set forth on Schedule 3(l): (i) MR is not in violation or default of any provision of its Certificate of Formation or its Operating Agreement, each as in effect immediately prior to the Closing; (ii) MR is not in violation or default of any provision of any material instrument, mortgage, deed of trust, loan, contract, commitment, judgment, decree, order or obligation to which it is a party or by which it or any of its properties or assets are bound; and (iii) MR is not in violation or default of any provision of any federal, state or local statute, rule or governmental regulation. The execution, delivery and performance of and compliance with this Agreement and the sale of the Membership Interests will not result in any such violation, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision (other than any consents or waivers that have been obtained), or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of MR pursuant to any such provision.


6 (m) Permits . MR has all material franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it. MR is not in default in any material respect under any of such franchises, permits, licenses, or other similar authority.
(n) No Default . Except as set forth on Schedule 3(n), MR is not in default in any material respect under any contract to which it is a party, nor has any event or omission occurred that, through the passage of time or the giving of notice, or both, would constitute a default in any material respect thereunder or cause the acceleration of any of MR' s obligations thereunder or result in the creation of any lien on any of MR' s assets. Except as set forth on Schedule 3(n), no third party is in default in any material respect under any contract to which MR is a party, nor has any event or omission occurred that, through the passage of time or the giving of notice, or both, would constitute a default in any material respect thereunder, or give rise to an automatic termination, or the right of discretionary termination thereof. Except as set forth on Schedule 3(n), each contract to which MR is a party is in full force and effect and is a valid and binding agreement enforceable against MR and, to MR' s knowledge, the other party or parties thereto in accordance with its terms.
(o) Environmental and Safety Laws . MR is not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety.
(p) Registration Rights . MR has not granted or agreed to grant any registration rights, including piggyback rights, to any person or entity.
(q) Title to Property and Assets . Except as set forth on Schedule 3(q), MR has good and marketable title to all of properties and assets owned by it, free and clear of all mortgages, liens and encumbrances, except liens for current taxes and assessments not yet due. Except as set forth on Schedule 3(q), with respect to the material property and assets it leases
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