Assets of Healthcare Services Business

Sale of substantially all of assets of the PMO Care, PLLC., which include all right, title and interest in and to all of the following assets:

• Tangible Personal Property: All furniture, fixtures, equipment, parts, machinery and other tangible personal property at any location where Seller leases property pursuant to a real property lease that the Purchaser is assuming, or otherwise set forth in the Acquired Assets Schedule, but not including any property that is subject to the Equipment Leases;
• Patient List and Employee Information: The entire patient list of the Seller, together with all underlying files, records and information regarding the same;
• Intellectual Property: All Intellectual Property of Seller (including Seller’s goodwill therein) set forth in the Acquired Assets Schedule in the APA;
• Permits: All licenses, permits, certificates, authorizations and approvals issued by any Governmental Authority, including applications therefor relating to the use of the Acquired Assets, to the extent transferable (collectively, “Permits”);
• Books and Records: All books and records used or held for use in the conduct of the Seller’s Business relating to the Acquired Assets, other than the minute books, charter documents, stock transfer books and records, and corporate seal of Seller;
• Real Property Leases: Subject to Purchaser reaching agreements concerning cure payments and terms with the lessors of the Commercial Leases satisfactory to Purchaser during the diligence period, seller will assume the Commercial Leases. seller shall identify the Commercial Leases to be assumed and assigned in a subsequent filing. Any such order assuming the Assumed Executory Contracts shall be conditioned upon Closing of the sale. Regardless of whether or not purchaser can reach an agreement with one or both of the lessors Purchaser intends to go forward with the purchase. In the event the Purchaser cannot negotiate a satisfactory agreement with a lessor, that Commercial Lease will not be assumed and assigned.