Assets of Health Care Business

Sale of all assets of Preferred Care Inc., includes:

1. Any contracts with vendors, providers and service contracts and equipment leases to which Operator is a party and have been expressly assumed by New Operator pursuant to Section 8 of this Agreement and further identified on Exhibit B attached hereto;
2. To the extent permitted by applicable laws and regulations, all transferable rights under all provider agreements and provider numbers with Medicare and Medicaid and any other third-party payor programs, including without limitation, agreements with health management organizations (HMOs) for Medicaid services;
3. All personnel records, property manuals, resident/patient charts and records, resident admission agreements and similar documents maintained by Operator, except employee manuals, training materials, policies, procedures and materials related thereto.
4. All existing agreements with residents and any and all patient funds, which agreements and trust funds shall be deemed assumed by New Operator only with respect to obligations accruing on and after the Closing Date;
5. All federal, state or municipal licenses, certifications, accreditations, certificates, approvals, permits, variances, waivers, provider agreements and other authorizations certificates, to the extent assignable, which relate to the operation of the Facility;
6. All assignable guarantees and warranties in favor of Operator with respect to any real property and equipment at the Facility or other assets sold by Operator;
7. All other assignable intangible property not enumerated herein which is used by the Operator in connection with the operation of the Facility, including all service marks, trademarks, internet domain names, internet websites and URL’s.;
8. All trade names associated with the Operator, including the name of the Facility as then known to the general public, and all goodwill associated therewith;
9. All customer lists and prospect lists;
10. All computers, hardware and discs used in connection with the operation of the Facility;
11. All books and records with respect only to the operation of the Facility existing and physically located at the Facility as of the Closing Date; and
12. All telephone and facsimile numbers used in connection with the operation of the Operator’s business and all brochures, pamphlets, flyers, mailers and other promotional materials related to the marketing and advertising of the business conducted at the Facility, and all goodwill of Operator associated with Operator’s business.