Assets of Assisted Living Facility Business

Sale of substantially all of assets of Amsterdam House Continuing Care Retirement Community, Inc. (the “Seller”), which includes:

• Insurable fee simple in and to the land described on Schedule 2.01(a) of the Disclosure Schedules (the “Land”), including all easements, rights-of-way, rights of ingress and egress, strips, zones, licenses, transferable hereditaments, privileges, tenements and appurtenances in any way belonging to or appertaining to the Land or the improvements, and any right or interest in any open or proposed highways, streets, roads, avenues, alleys, easements, strips, gores and rights-of-way in, across, in front of, contiguous to, abutting or adjoining the Land, and all buildings, structures, improvements and fixtures placed, located, constructed or installed on the Land (together with the Land, the “Real Property”);
• All Personal Property, including, without limitation, Furniture and Equipment (whether movable or attached to the Real Property), motor vehicles, Hardware, supplies, Inventory, linens, foodstuffs, consumable and other personal property of any type or description, including all beds, chairs, sofas, wheelchairs, tables, kitchen and laundry equipment associated with and/or present at the Community or Real Property, excluding the Excluded Personal Property;
• The Contracts of the Seller listed on Schedule 2.01(c) (the “Assigned Contracts”);
• Subject to Applicable Law, Seller’s right, title and interest to copies of all Records;
• To the extent transferable, Seller’s right, title and interest to any and all Assigned Permits now held in the name of Seller relating to the Real Property, and any renewals, extensions, amendments or modifications thereof;
• To the extent transferable, all rights in and to any Claims to the extent they are in the nature of enforcing a guaranty, warranty or a contract obligation to complete improvements, make repairs or deliver services to the Seller or the Assets (the “Guaranty Actions”); and
• To the extent transferable, with the exception of the Excluded Intellectual Property, any and all rights of Seller or its Affiliates with respect to the use of (i) all Intellectual Property, Marks, Software, operating manuals, marketing brochures or other proprietary material used by Seller or its Affiliates in the operation of the Assets, and (ii) all registrations, applications and licenses for any of the foregoing.