Assets of Health Care Facility for Sale

Sale of Anesthesia Healthcare Partners, Inc., AHPM of Georgia, Inc., AHP of Central Georgia, P.C., AHP of Northwestern Louisiana, LLC, AHP of North Carolina, Anesthesia Healthcare Partners of Florida, Inc., AHP Associates of Texas, P.A., Med Financial, LLC, AHP of Illinois, Inc., and HBL Anesthesia Service, LLC's contracts, contractual rights', and related assets associated with the provision of anesthesia management services. The Assets includes interests and rights of any nature, tangible and intangible, real or personal, wherever located, of Seller related to or used, or held for use, in connection with the operation of the Business now existing or hereafter acquired (but excluding those disposed of after the date of this Agreement in compliance with the terms and conditions of this Agreement), as the same shall exist on the Closing Date, but in all cases, describe as below:

• all rights of Seller under the Assumed Contracts (including the Anesthesia Services Agreements and the Provider Agreements);
• all Inventory, to the extent related to the Business;
• all prepayments (including all prepayments and deposits made to third party vendors), deferred assets, refunds, credits or over payments, to the extent related to the Business; 
• all personal property of Seller, to the extent related exclusively or primarily to the Business;
• all General Intangibles associated exclusively or primarily with the Business; and
• all goodwill associated exclusively or primarily with the Purchased Assets.

Seller owns and operates two (2) anesthesia practice sites located at (a) 1 Health Circle, Lexington, Virginia, and (b) 385 Bert Kouns Industrial Loop, Bldg. 300, Shreveport, Louisiana (collectively, the "Service Sites," and the business conducted at thoseService Sites, the "Business");