NEW YORK STATE DEPARTMENT OF TAXATION AND FINANCE
Notification of Sale, Transfer, or Assignment in Bulk and of Intention to Collect Tax
Form AU-196.10
Filed Pursuant to New York Tax Law § 1141(c)
Date of Filing: June 20, 2025
Filed With:
New York State Department of Taxation and Finance Bulk Sale Unit W.A. Harriman State Office Campus Building 8, Room 118 Albany, New York 12227
Purpose of Filing: This form constitutes notification to the New York State Department of Taxation and Finance (the "Department") of a proposed bulk sale, transfer, and assignment of substantially all business assets of the Seller identified herein, and a request for the issuance of a bulk sale tax clearance certificate in connection therewith, as required by Section 1141(c) of the New York Tax Law. This notification is being filed not less than ten (10) days prior to the anticipated closing date of the transaction described below.
PART 1 — SELLER (TRANSFEROR) INFORMATION
1.1 Legal Name of Seller (Transferor):
Lakewood Regional Health Partners, LLC
1.2 Employer Identification Number (EIN):
46-5183294
1.3 Business Address (Principal Place of Business):
450 East Ridge Road Rochester, New York 14621
1.4 Type of Entity:
Limited Liability Company
1.5 State of Formation:
New York
1.6 Date of Formation:
Lakewood Regional Health Partners, LLC was organized under the laws of the State of New York and filed its Articles of Organization with the New York Department of State on March 14, 2014.
1.7 Nature of Business:
Multi-site outpatient healthcare operations, including the operation of diagnostic and treatment centers licensed under Article 28 of the New York Public Health Law. Seller's business encompasses the provision of outpatient diagnostic imaging, laboratory services, physical therapy, urgent care, and primary care services across eight (8) clinical locations in the State of New York and three (3) clinical locations in the Commonwealth of Pennsylvania.
1.8 New York Sales Tax Certificate of Authority Number(s):
Seller holds the following New York State sales tax Certificates of Authority for each of its eight (8) New York clinic locations:
A complete listing of all New York tax identification and registration numbers is set forth in Attachment A hereto, which is incorporated by reference into this Part 1.
1.9 Names and Titles of Principals Authorized to Act on Behalf of Seller:
Dr. Raymond Alcott and Dr. Nadia Petrosian are the sole members of Lakewood Regional Health Partners, LLC and are each authorized to act on behalf of Seller in connection with the transaction described herein.
1.10 Seller's Representative / Contact for Correspondence:
All correspondence from the Department regarding this notification should be directed to:
Catherine Greer, Esq. Whitfield, Ames & Greer LLP 780 Third Avenue, 22nd Floor New York, New York 10017 Telephone: (212) 554-9100 Facsimile: (212) 554-9101
Email: cgreer@whitfieldamesgreer.com
Ms. Greer is authorized to receive correspondence and communications from the Department on behalf of Seller and to respond to any inquiries related to this filing. A completed Form POA-1 (Power of Attorney) has been executed by Seller's principals and is available upon request.
PART 2 — BUYER (TRANSFEREE) INFORMATION
2.1 Legal Name of Buyer (Transferee):
Crestline Packaging Solutions LLC
2.2 Employer Identification Number (EIN):
83-2947561
2.3 Business Address (Principal Place of Business):
8400 Scioto Darby Road, Suite 300 Columbus, Ohio 43228
2.4 Type of Entity:
Limited Liability Company
2.5 State of Formation:
Delaware
2.6 Foreign Qualification:
Buyer is registered to do business as a foreign limited liability company in the State of New York and will file all required foreign qualification documents with the New York Department of State prior to the closing of the transaction described herein.
2.7 Will Buyer Continue to Operate the Business at the Same Location(s)?
Yes. Buyer intends to continue operations at all eight (8) New York clinic locations currently operated by Seller. Buyer will apply for and obtain all required New York State and local licenses, permits, and certificates necessary to operate the healthcare business at each location, including but not limited to new Certificates of Authority for sales tax purposes and any required Article 28 operating certificates or change of ownership approvals from the New York State Department of Health.
2.8 Names and Titles of Principals Authorized to Act on Behalf of Buyer:
Mr. Waverly and Ms. Hsu are each authorized to act on behalf of Buyer in connection with the transaction described herein and are authorized signatories for all documents related thereto.
2.9 Buyer's Representative / Contact for Correspondence:
All correspondence from the Department regarding this notification should be directed to:
James Prentice, Esq. Calderwood & Harkness LLP 425 Lexington Avenue, 31st Floor New York, New York 10017 Telephone: (212) 837-4200 Facsimile: (212) 837-4201
Email: jprentice@calderwoodharkness.com
Mr. Prentice is authorized to receive correspondence and communications from the Department on behalf of Buyer and to respond to any inquiries related to this filing. A completed Form POA-1 (Power of Attorney) has been executed by Buyer's authorized officers and is available upon request.
PART 3 — DESCRIPTION OF TRANSACTION
3.1 Nature of Transaction:
Sale, transfer, and assignment of substantially all assets of Seller's multi-site outpatient healthcare business pursuant to that certain Asset Purchase Agreement dated as of June 16, 2025 (the "Asset Purchase Agreement" or "APA"), by and between Crestline Packaging Solutions LLC, a Delaware limited liability company, as purchaser ("Buyer"), and Lakewood Regional Health Partners, LLC, a New York limited liability company, as seller ("Seller"). The target execution date of the APA is June 16, 2025. The transaction contemplated by the APA constitutes a transfer in bulk of substantially all of the Seller's business assets within the meaning of New York Tax Law § 1141(c).
The transaction is structured as an asset acquisition in which Buyer will acquire all of Seller's right, title, and interest in and to the Purchased Assets (as defined in the APA), and will assume certain of Seller's liabilities (the "Assumed Liabilities"), subject to the terms and conditions set forth in the APA.
3.2 Total Purchase Price for All Assets Included in the Bulk Transfer:
$140,000,000.00 (One Hundred Forty Million Dollars and No Cents), subject to post-closing adjustments as described in Part 4 below.
3.3 Allocation of Purchase Price:
The purchase price shall be allocated among the Purchased Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, and as set forth in the allocation schedule to be agreed upon by Buyer and Seller within ninety (90) days following the closing of the transaction, as specified in Section 2.06 of the APA. The transaction includes tangible personal property, real property, intangible assets (including goodwill), and assumed liabilities. The preliminary allocation categories are as follows:
(a) Class I Assets (cash and cash equivalents): To be determined at closing.
(b) Class II Assets (actively traded personal property, certificates of deposit, and foreign currency): Not applicable.
(c) Class III Assets (accounts receivable, mortgages, and credit card receivables): To be determined at closing based on the net realizable value of accounts receivable as of the closing date.
(d) Class IV Assets (inventory and supplies): To be valued at cost as of the closing date.
(e) Class V Assets (all assets not included in Classes I through IV, VI, or VII): Includes tangible personal property (medical and office equipment, furnishings, IT infrastructure), owned real property (Rochester Main and Syracuse facilities), and leasehold interests.
(f) Class VI Assets (all Section 197 intangible assets other than goodwill and going concern value): Includes trade names, patient records, managed care contracts, the Clearpath EHR license, and other contract rights.
(g) Class VII Assets (goodwill and going concern value): The residual amount after allocation to all other classes.
The final allocation shall be binding on both Buyer and Seller for all federal, state, and local tax reporting purposes.
3.4 Assets Included in the Bulk Transfer:
The assets being transferred in the bulk sale include, without limitation, the following categories:
(a) Tangible Personal Property: All medical and diagnostic equipment, imaging equipment (including equipment subject to the Marlowe Asset Management Medical Equipment Finance leases referenced below), office equipment, furniture, furnishings, fixtures, supplies, and inventory located at or used in connection with Seller's eight (8) New York clinic locations.
(b) Owned Real Property: (i) The Rochester Main facility located at 450 East Ridge Road, Rochester, New York 14621; and (ii) the Syracuse facility located at 310 South Warren Street, Syracuse, New York 13202.
(c) Leasehold Interests: Seller's interests as lessee under commercial real property leases for seven (7) additional New York clinic locations (Brighton, Henrietta, Utica, Binghamtonhamton, Ithaca, Albany, and one additional Rochester-area location), which leases will be assigned to Buyer at closing, subject to landlord consents where required.
(d) Intangible Assets: Patient records and medical records (subject to applicable HIPAA and New York Public Health Law requirements), all contracts and contract rights, permits, licenses (to the extent transferable), the trade name "Lakewood Regional Health Partners" and all associated trademarks, trade dress, domain names, and URLs, goodwill, and going concern value.
(e) Accounts Receivable: All accounts receivable of Seller as of the closing date, including amounts due from patients, insurance carriers, government payors, and managed care organizations.
A detailed summary of the assets subject to the bulk transfer is set forth in Attachment B hereto, which is incorporated by reference into this Part 3.
3.5 Liabilities Assumed by Buyer:
The liabilities being assumed by Buyer in connection with the bulk transfer include:
(a) All obligations arising under the assumed contracts from and after the closing date, including obligations under assigned real property leases;
(b) Equipment lease obligations under the Marlowe Asset Management Medical Equipment Finance ("Marlowe Asset Management MEF") equipment leases designated as Lease Nos. VML-2023-1140, VML-2023-1141, and VML-2024-0219;
(c) Accrued paid time off ("PTO") obligations for Transferred Employees, estimated at $1,340,000.00 as of the anticipated closing date;
(d) Certain other obligations specifically identified and assumed under Section 2.03 of the APA.
For the avoidance of doubt, the Buyer is not assuming any liability of Seller for unpaid sales and use taxes, income taxes, employment taxes, or other tax obligations of Seller, except to the extent that Buyer may be held responsible therefor under NY Tax Law § 1141(c) or other applicable law.
3.6 Bulk Sale Characterization:
The parties acknowledge and agree that the transaction described herein constitutes a transfer in bulk of substantially all of the Seller's business assets within the meaning of New York Tax Law § 1141(c), and that this notification is being filed in accordance with the requirements of that section.
PART 4 — DATE AND TERMS OF SALE
4.1 Anticipated Date of Closing:
August 15, 2025
The closing is expected to take place at the offices of Calderwood & Harkness LLP, 425 Lexington Avenue, 31st Floor, New York, New York 10017, or at such other location or by electronic exchange of documents and funds as the parties may mutually agree. The closing date may be extended by mutual agreement of the parties to a date no later than October 15, 2025, if certain closing conditions have not been satisfied or waived as of the initially scheduled closing date.
4.2 Form of Consideration:
The total purchase price of $140,000,000.00 shall be payable as follows:
(a) Cash at Closing: $119,000,000.00 (One Hundred Nineteen Million Dollars and No Cents), payable by wire transfer of immediately available funds to an account designated by Seller at or prior to the closing.
(b) Indemnification Escrow Deposit: $35,000,000.00 (Thirty-Five Million Dollars and No Cents) to be deposited at closing into an escrow account (the "Indemnification Escrow Account") maintained by Apex Title & Escrow Services, LLC, as escrow agent, pursuant to the terms of an Escrow Agreement to be entered into at closing among Buyer, Seller, and the escrow agent. The Indemnification Escrow Amount shall be held and disbursed in accordance with the indemnification provisions set forth in Article IX of the APA, and any amounts remaining in the Indemnification Escrow Account after the expiration of the applicable survival periods and resolution of any pending claims shall be released to Seller.
(c) Purchase Price Adjustment Escrow Deposit: $3,500,000.00 (Three Million Five Hundred Thousand Dollars and No Cents) to be deposited at closing into a separate escrow account (the "Purchase Price Adjustment Escrow Account") maintained by Apex Title & Escrow Services, LLC, as escrow agent, pursuant to the terms of the Escrow Agreement. The Purchase Price Adjustment Escrow Amount shall be held pending the determination of the final closing date working capital and shall be disbursed in accordance with the working capital adjustment provisions set forth in Section 2.05 of the APA.
4.3 Post-Closing Working Capital Adjustment:
The purchase price is subject to a post-closing working capital adjustment. The Working Capital Target is $6,200,000.00 (Six Million Two Hundred Thousand Dollars). The adjustment mechanism includes a collar of plus or minus $500,000.00 (i.e., no adjustment shall be made if the final closing date working capital is within the range of $5,700,000.00 to $6,700,000.00). If the final closing date working capital exceeds the upper end of the collar ($6,700,000.00), Buyer shall pay the excess amount to Seller. If the final closing date working capital is less than the lower end of the collar ($5,700,000.00), the deficiency amount shall be deducted from the Purchase Price Adjustment Escrow Account and paid to Buyer.
4.4 Escrow Agent Information:
Apex Title & Escrow Services, LLC 1 Penn Plaza, Suite 4210 New York, New York 10119 Escrow Officer: Denise Kowalski Telephone: (212) 760-3300
Email: dkowalski@apextitleescrow.com
The Escrow Agreement governing both the Indemnification Escrow Account and the Purchase Price Adjustment Escrow Account will be executed simultaneously with the closing of the transaction.
PART 5 — LOCATION(S) OF BUSINESS ASSETS
5.1 New York Premises Where Seller's Assets Are Situated:
The following is a complete list of all premises in the State of New York at which the Seller's assets included in the bulk transfer are located:
5.2 Non-New York Locations:
In addition to the eight (8) New York locations identified above, Seller also operates three (3) clinical locations in the Commonwealth of Pennsylvania:
(a) Scranton Clinic — 320 Adams Avenue, Scranton, PA 18503
(b) Wilkes-Barre Clinic — 75 North Franklin Street, Wilkes-Barre, PA 18701
(c) Towanda Clinic — 1 Elmira Street, Towanda, PA 18848
Assets located at the Pennsylvania clinic locations are included in the overall transaction contemplated by the APA but are not subject to this New York notification. Separate notifications, if required under Pennsylvania law, will be filed with the appropriate Pennsylvania tax authorities.
PART 6 — SALES TAX EXEMPTION / CLEARANCE REQUEST
6.1 Occasional Sale Exemption:
The transfer of tangible personal property incident to the bulk sale of Seller's business is exempt from New York State and local sales and use tax pursuant to New York Tax Law § 1101(b)(4)(i) (the "occasional sale" exemption), to the extent applicable. Seller represents that the transfer of the Purchased Assets does not constitute a sale made in the regular course of Seller's business, and that Seller is not regularly engaged in the business of selling the types of tangible personal property being transferred in connection with this transaction (other than supplies and incidental items sold in the ordinary course of Seller's healthcare operations). Accordingly, the parties believe that the occasional sale exemption applies to the transfer of tangible personal property included in the bulk sale.
Notwithstanding the foregoing, the parties acknowledge that the applicability of the occasional sale exemption does not relieve the parties of their obligations under New York Tax Law § 1141(c), and this notification is being filed to ensure full compliance with those obligations.
6.2 Request for Bulk Sale Tax Clearance Certificate:
Buyer and Seller hereby request that the Department of Taxation and Finance issue a bulk sale tax clearance certificate confirming that Seller has no outstanding New York State or local sales and use tax liabilities in connection with Seller's business operations at the eight (8) New York locations identified in Part 5 above. Alternatively, if the Department determines that Seller has outstanding sales and use tax liabilities, Buyer and Seller request that the Department identify the specific amount of such outstanding liabilities so that appropriate arrangements can be made for payment thereof from the closing proceeds.
6.3 Acknowledgment of Buyer's Potential Liability:
Buyer acknowledges that, pursuant to New York Tax Law § 1141(c), a purchaser of business assets in a bulk transfer may be held personally liable for any unpaid New York State or local sales and use tax of the Seller if the purchaser fails to comply with the notification and withholding requirements of that section. Buyer is filing this notification and making the withholding commitment described below in order to comply with those requirements and to protect itself from potential successor liability.
6.4 Timeliness of Notice:
This notification is being filed on June 20, 2025, which is not less than ten (10) business days prior to the anticipated closing date of August 15, 2025, as required by New York Tax Law § 1141(c). The parties reserve the right to provide supplemental notice to the Department in the event of any material change in the anticipated closing date or the terms of the transaction.
6.5 Buyer's Withholding Commitment:
Buyer hereby commits that it will withhold from the purchase price otherwise payable to Seller at closing a sufficient amount to cover any New York State or local sales and use tax due and owing by Seller, as determined by the Department, until such time as the Department issues a bulk sale tax clearance certificate confirming that Seller has no outstanding tax liabilities, or until the Department notifies Buyer of the specific amount of Seller's outstanding tax liability, at which point Buyer will remit the identified amount to the Department from the withheld funds. Buyer understands that the failure to withhold such amounts may result in Buyer being held personally liable for Seller's unpaid sales and use taxes to the extent of the purchase price paid.
The amount withheld by Buyer shall be deposited into an escrow or trust account, or held in another manner reasonably satisfactory to the Department, pending the issuance of the bulk sale tax clearance certificate. The parties anticipate that the Indemnification Escrow Account described in Part 4 above may serve as the source of funds for any withholding obligation, subject to the terms of the Escrow Agreement.
PART 7 — TRANSFER TAX MATTERS
7.1 Estimated Transfer Taxes:
The estimated real property transfer taxes applicable to the transaction are $118,000.00 (One Hundred Eighteen Thousand Dollars and No Cents). This estimate is based on the combined appraised value of the two (2) owned real properties being conveyed as part of the transaction (the Rochester Main facility and the Syracuse facility), as described in Section 7.2 below, and is subject to final determination based on the actual consideration allocated to the real property interests at closing.
As provided in Section 7.03 of the APA, the estimated transfer taxes shall be split equally between Buyer and Seller, with each party bearing $59,000.00 of the total estimated transfer tax obligation.
7.2 Real Property Transfer Tax Filings:
Separate real property transfer tax returns (New York State Form TP-584, Combined Real Estate Transfer Tax Return, Credit Line Mortgage Certificate, and Certification of Exemption or Partial Exemption of Gross Receipt Tax) will be filed with the appropriate county recording offices in connection with the conveyance of the two (2) owned real properties included in the transaction:
(a) Rochester Main Facility: 450 East Ridge Road, Rochester, New York 14621, Monroe County. Appraised value: $6,900,000.00. The TP-584 will be filed with the Monroe County Clerk's Office.
(b) Syracuse Facility: 310 South Warren Street, Syracuse, New York 13202, Onondaga County. Appraised value: $4,900,000.00. The TP-584 will be filed with the Onondaga County Clerk's Office.
The combined appraised value of the two owned real properties is $11,800,000.00. The applicable transfer taxes have been estimated based on the New York State real estate transfer tax rate of $2.00 per $500.00 of consideration (0.4%) and applicable local transfer taxes. The final transfer tax amounts will be determined based on the actual consideration allocated to each real property parcel in accordance with the purchase price allocation described in Part 3.3 above.
The parties will cooperate in the timely preparation and filing of all required TP-584 forms and any related New York City Real Property Transfer Tax returns (Form NYC-RPT), if applicable, and will make all required tax payments at or prior to the recording of the deeds conveying the real properties.
PART 8 — CERTIFICATION AND SIGNATURE BLOCK
Seller's Certification
I, Dr. Raymond Alcott, Co-Managing Member of Lakewood Regional Health Partners, LLC, being duly authorized to execute this notification on behalf of Seller, do hereby certify under penalties of perjury that the information contained in this Form AU-196.10, including all attachments and exhibits hereto, is true, correct, and complete to the best of my knowledge and belief. I further certify that I have reviewed the contents of this notification and that it accurately describes the proposed bulk sale transaction and the assets and liabilities involved therein. I understand that the making of any false or fraudulent statement in connection with this notification may subject me to the penalties provided by law, including the penalties for perjury under the New York Penal Law.
LAKEWOOD REGIONAL HEALTH PARTNERS, LLC
By: ________
Name: Dr. Raymond Alcott
Title: Co-Managing Member
Date: ________
Telephone: (585) 442-7100
Email: ralcott@lakewoodregionalhealth.com
Buyer's Certification
I, Marcus Waverly, Chief Executive Officer of Crestline Packaging Solutions LLC, being duly authorized to execute this notification on behalf of Buyer, do hereby certify under penalties of perjury that the information contained in this Form AU-196.10, including all attachments and exhibits hereto, is true, correct, and complete to the best of my knowledge and belief. I further certify that I have reviewed the contents of this notification and that it accurately describes the proposed bulk sale transaction and the assets and liabilities involved therein. I understand that the making of any false or fraudulent statement in connection with this notification may subject me to the penalties provided by law, including the penalties for perjury under the New York Penal Law.
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Marcus Waverly
Title: Chief Executive Officer
Date: ________
Telephone: (614) 885-6200
Email: mwaverly@crestlinepackaging.com
Designated Contacts
For any questions or correspondence regarding this filing, the Department may also contact the following designated representatives of the respective parties:
For Seller:
Catherine Greer, Esq. Whitfield, Ames & Greer LLP 780 Third Avenue, 22nd Floor New York, New York 10017 Telephone: (212) 554-9100
Email: cgreer@whitfieldamesgreer.com
For Buyer:
James Prentice, Esq. Calderwood & Harkness LLP 425 Lexington Avenue, 31st Floor New York, New York 10017 Telephone: (212) 837-4200
Email: jprentice@calderwoodharkness.com
ATTACHMENT A
List of Seller's New York Tax Identification and Registration Numbers
Seller Legal Name: Lakewood Regional Health Partners, LLC
Federal Employer Identification Number (EIN): 46-5183294
New York State Sales Tax Certificates of Authority:
The following table sets forth the Certificate of Authority number issued by the New York State Department of Taxation and Finance for each of Seller's eight (8) New York clinic locations:
Centers for Medicare & Medicaid Services (CMS) Certification Numbers:
The following table sets forth the CMS Certification Number assigned to each of Seller's eight (8) New York clinic locations for purposes of Medicare and Medicaid participation:
New York State Department of Health — Article 28 Operating Certificate Numbers:
The following table sets forth the New York State Department of Health Article 28 Diagnostic and Treatment Center Operating Certificate number for each of Seller's eight (8) New York clinic locations:
Additional Registrations:
Seller is registered with the New York State Department of Labor for purposes of unemployment insurance and workers' compensation coverage. Seller's New York State Employer Registration Number is available upon request by the Department. Seller is also registered with the New York State Department of Health as a clinical laboratory operator under the New York State Clinical Laboratory Evaluation Program (CLEP) for those locations at which laboratory services are provided.
ATTACHMENT B
Summary of Assets Subject to Bulk Transfer
The following is a summary of the categories of assets being transferred in the bulk sale transaction described in this Form AU-196.10, organized by asset category. This summary is keyed to the corresponding schedules of the Asset Purchase Agreement dated as of June 16, 2025, by and between Crestline Packaging Solutions LLC ("Buyer") and Lakewood Regional Health Partners, LLC ("Seller"). This summary is provided for informational purposes in connection with this notification and does not supersede or modify the terms of the APA.
B-1. Tangible Personal Property
Cross-Reference: APA Schedule 2.01(a)
The tangible personal property included in the bulk transfer encompasses all medical equipment, diagnostic equipment, imaging equipment, office equipment, furniture, furnishings, fixtures, computer hardware, information technology infrastructure, telephone systems, supplies, and inventory located at or used in connection with Seller's eight (8) New York clinic locations.
Significant categories of tangible personal property include:
(a) Medical and Diagnostic Equipment: All medical instruments, diagnostic devices, examination tables, patient monitoring equipment, laboratory analyzers, centrifuges, microscopes, sterilization equipment, and related accessories and consumables located at each of the eight New York clinic locations.
(b) Imaging Equipment: All diagnostic imaging equipment, including MRI units, CT scanners, ultrasound machines, X-ray equipment, and digital radiography systems. A substantial portion of the imaging equipment is subject to equipment finance leases with Marlowe Asset Management Medical Equipment Finance ("Marlowe Asset Management MEF"), which leases are being assumed by Buyer as part of the Assumed Liabilities. The applicable Marlowe Asset Management MEF lease numbers are:
• Lease No. VML-2023-1140 (MRI system and ancillary equipment — Rochester Main and Syracuse locations)
• Lease No. VML-2023-1141 (CT scanners — Rochester Main, Brighton, and Albany locations)
• Lease No. VML-2024-0219 (Digital radiography and ultrasound systems — Henrietta, Utica, Binghamtonhamton, and Ithaca locations)
(c) Office Furnishings and Equipment: All desks, chairs, filing cabinets, reception area furnishings, conference room furniture, copiers, printers, scanners, shredders, and other general office equipment at each location.
(d) Information Technology Infrastructure: All servers, workstations, desktop computers, laptop computers, tablets, network switches, routers, firewalls, wireless access points, uninterruptible power supplies, cabling, and related IT equipment, together with all installed software (to the extent transferable under applicable license agreements).
(e) Supplies and Inventory: All medical supplies, pharmaceutical supplies (to the extent held in connection with Seller's clinical operations and subject to applicable DEA and pharmacy licensing requirements), office supplies, janitorial supplies, and other consumable items on hand at each New York location as of the closing date.
B-2. Owned Real Property
Cross-Reference: APA Schedule 2.01(b)
Two (2) of Seller's New York clinic locations are situated on real property owned in fee simple by Seller. These properties will be conveyed to Buyer at closing by bargain and sale deed with covenants against grantor's acts:
The combined appraised value of the two owned real properties is $11,800,000.00. The appraisals were conducted by Beacon Valuation Group, LLC, an independent real estate appraisal firm, as of April 30, 2025. Copies of the appraisal reports will be available for review by the Department upon request.
Title insurance commitments for both properties have been issued by Apex Title & Escrow Services, LLC, and are subject to standard exceptions and such other exceptions as may be acceptable to Buyer in its reasonable discretion.
B-3. Leasehold Interests
Cross-Reference: APA Schedule 2.01(c)
Seller holds leasehold interests in seven (7) additional New York clinic locations, which leasehold interests will be assigned to Buyer at closing, subject to receipt of landlord consents where required by the applicable lease:
The aggregate annual base rent attributable to the seven (7) leased New York clinic locations is approximately $1,470,000.00. Certain of the leases provide for annual rent escalations, percentage rent, and/or tenant responsibility for common area maintenance, real property taxes, and insurance (triple-net or modified gross structures). Buyer will assume all obligations of Seller as tenant under the assigned leases from and after the closing date.
Seller's counsel is in the process of obtaining landlord consents for the assignment of each of the above leases. As of the date of this filing, landlord consents have been obtained for four (4) of the seven (7) leased locations, and the remaining consents are expected to be received prior to the anticipated closing date.
B-4. Intangible Assets