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(equipment, furniture, fixtures), inventory and supplies, records
(excluding patient records), licenses and permits to the extent
transferrable under applicable law, and any intangibles which
were part of the seller's medical practice. Each seller retained
his/her (or its) cash and accounts receivable. Each seller was
given "an equal and joint ownership interest" with SMF "in all
patient lists and patient medical records used in [the seller's
business]". SMF agreed to assume contractual and lease
liabilities.
Article 1.04 of each APA provided:
Seller and Buyer believe that the purchase price
of the Assets is less than their fair market value.
The difference between the purchase price and the fair
market value of the Assets is referred to as the
"contribution". At the closing, Seller will
irrevocably and unconditionally donate the Contribution
to Buyer to be used in furtherance of its charitable
purposes. If Seller chooses to claim a charitable
contribution deduction for the Contribution, then,
subject to the following conditions, Buyer, upon the
written request of Seller, agrees to acknowledge
receipt of the contributed property by executing Part
IV (Donee Acknowledgment) of a properly completed IRS
Form 8283 (Noncash Charitable Contribution) supplied by
Seller: (a) Seller must obtain from a duly qualified
independent third-party appraiser an appraisal (the
"Appraisal") of the value of the Seller's Business that
complies with the standards of Rev. Rul. 59-60,
including its later modification and amplifications;
(b) the Appraisal must be made as of a date no more
than sixty (60) days prior to the Closing Date (as
defined in Section 7.01); (c) the claimed fair market
value of Seller's charitable contribution must not
exceed the Contribution, as determined by the
Appraisal.
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Last modified: March 27, 2008