Find below the name of the proposed buyer
Local Company Name Placed Here
Let me know your thoughts.
sincerely
Kevin Cullinan, MHA
Chief Operating Officer PENROSE HOSPITAL
Penrose Hospital
2222 N Nevada Ave, Colorado Springs, CO 80907, USA
PENROSE HOSPITAL
Background The purpose of this non-binding Term Sheet (“Term Sheet”) is to set
forth the terms upon which the PENROSE HOSPITAL (“PENROSE
HOSPITAL’’ will transfer ownership to a purchaser. (the
“Purchaser”) of the STAR S4 IR EXCIMER LASER This TermSheet
is intended to identify certain elements of a potential transaction that
would be embodied in the Definitive Agreements (as defined below).
Disclaimer This Term Sheet is not a binding offer, agreement or commitment
of PENROSE HOSPITAL or any PENROSE HOSPITAL affiliate
to
Sell the STAR S4 IR EXCIMER LASER. The potential transaction
described herein will be subject to the negotiation and execution of the
Definitive Agreements.
STAR S4 IR EXCIMER LASER.
The STAR S4 IR EXCIMER LASER that is the subject of this Term
Sheet includes the following, as will be further specified Laser Engine
Class IV laser with 193.0 nanometer output
Pulse Duration
20.0 nanoseconds
Repetition Rate (Standard)
1.5 to 10.0 Hz
Repetition Rate
(CustomVue® and Advanced
CustomVue® Procedures)
6.0 to 20.0 Hz Approximate
System Size
Width: 1.27 m
Length: 2.03 m
Height: 1.49 m
Weight: 726 kg
Model:2013
Service Agreement: PENROSE HOSPITAL is willing to provide a three year Service Agreement for
the Equipment. Terms and pricing for the Service Agreement must be negotiated directly with PENROSE
HOSPITAL
© 2019 Centura Health
Pricing the price for the STAR S4 IR EXCIMER LASER (“Price”) shall be the sum of Five Hundred and
seventy six thousand dollars ($576,000)
PaymentSchedule By federal funds wire transfer or by certified check in United
States dollars without regard to any fluctuation in currencies,
the Purchaser shall pay the Price to PENROSE HOSPITAL
according to the following schedule:
EarnestMoneydeposit 30% of the purchase Price
The remaining 70% of the Price within ninety (90) days of
execution of the Definitive Agreements.
PaymentDefault In the event that Purchaser fails to make timely payment to
PENROSE HOSPITAL on the schedule set forth above (a “Payment
Default”), PENROSE HOSPITAL shall have the right, to be
exercised in its sole discretion, to terminate the Definitive
Agreements, in which case: (a) all interests in and title to the
equipment shall remain with PENROSE HOSPITAL, (b) PENROSE
HOSPITAL shall
have the right, in its sole discretion, to assign or sell its interest in and
title of the machine to another party, and (c) PENROSE HOSPITAL
shall refund to Purchaser all amounts paid by it to PENROSE
HOSPITAL under the Definitive Agreements, less an amount equal to
10% of the Price, which Purchaser agrees PENROSE HOSPITAL shall
retain as liquidated damages.
Due diligence period 30 days from the receipt of the last due diligence materials
Closing The closing of the potential transaction described in this Term
Sheet (the “Closing”) would occur upon execution ofthe Definitive
Agreements and the satisfaction or waiver of conditions precedent
specified in this Term Sheet and the Definitive Agreements. At the
Closing, the Purchaser will purchase the machine from PENROSE
HOSPITAL subject to the terms set forth herein and in the
Definitive Agreements, STRICTLY
“ASIS.WHEREIS.WITHALLFAULTS”,WITH NO
RIGHTOFSET-OFFORREDUCTIONINTHEPURCHASEPRICE,
© 2019 Centura Health
AND THAT, EXCEPT AS PROVIDED IN THE STAR S4 IR
EXCIMER LASERAGREEMENTANDTHEWARRANTY AND
SERVICE AGREEMENT WITH RESPECT TO PENROSE
HOSPITAL, SUCH SALE SHALL BE WITHOUT
REPRESENTATION OR WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
INCOME POTENTIAL, OPERATING EXPENSES, USES,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, PENROSE HOSPITAL DOES HEREBY DISCLAIM
AND RENOUNCE ANY SUCH REPRESENTATION
ORWARRANTY.
Contact The Purchaser may direct any questions for PENROSE HOSPITAL
Kevin Cullinan, MHA
Chief Operating Officer
PENROSE HOSPITAL
2222 N Nevada Ave, Colorado Springs, CO 80907, USA
Transaction The Purchaser will be responsible for the payment of all sales,
Taxes Conveyance, transfer, real estate excise, business and occupation or
similar transaction taxes assessed with respect to or imposed on
either party relating to the Purchaser’s purchase of the Machine or
otherwise in connection with a potential transaction. PENROSE
HOSPITAL will agree to cooperate with the Purchaser to
Minimize both parties’ respective transaction taxes.
Limitations
onLiability
The Definitive Agreements shall provide that notwithstanding
anything to the contrary, in the event of a breach of the obligations of
one of the
parties or otherwise, such party would be liable for direct damages
only, and under no circumstances shall such party be liable to the other
party for consequential (including, without limitation, lost profits,
business
Interruption and the like), incidental, punitive, exemplary or similar Damages.
© 2019 Centura Health
Indemnification The Purchaser will agree to indemnify, hold harmless and defend
PENROSE HOSPITAL and PENROSE HOSPITAL affiliates,
directors, officers, employees, representatives, and agents from and
against any claims, damages, loss, liability, judgment, award, fine,
penalty, cost or expense, including reasonable fees of attorneys
arising out of, relating to or in connection with any event, occurrence,
circumstance, condition, action or omission prior to Closing. The
Definitive Agreements will also set forth provisions by which the
Purchaser will indemnify, hold harmless and defend PENROSE
HOSPITAL and its affiliates, directors, officers, employees,
representatives and agents from and against certain losses with
respect to false or inaccurate representations and warranties or
breaches of covenants and obligations under the Definitive
Agreements.
DisputeResolution The Definitive Agreements will contain provisions for the resolution
of disputes, and this Term Sheet and the Definitive Agreements and
any dispute arising hereunder or in connection herewith shall be
construed, and the rights and obligations of the parties hereunder shall
be determined, in accordance with the internal laws of the State of
WA
Expenses Purchaser party shall bear all legal, accounting, regulatory and
Other professional fees and expenses and other costs associated
with the request for bids and a potential transaction, regardless of
whether a transaction is consummated.
