Assets of New Jersey Hospital

Sale of assets of East Orange General Hospital, Inc. which includes:

1. all parcels of real property (the “Land”) that is owned by Sellers, including but not limited to the real property, together with Sellers’ right, title and interest in and to all buildings, improvements and fixtures located thereupon (collectively, the “Improvements”) and all appurtenances (including all construction in progress) and rights thereto (the Land, the Improvements and all appurtenances, collectively, the “Owned Real Property”), together with all of Sellers’ right, title and interest in all Leases where any Seller has an interest as lessor in any Owned Real Property;
2. all of Sellers’ right, title and interest in all leasehold interests in and to any and all real property that is leased, subleased or licensed to Sellers by another Person (whether an Affiliate or otherwise) to the extent set forth by Prospect in its sole discretion (collectively, the “Assumed Leases”);
3. all equipment, medical equipment, fixtures, machinery, computer hardware and other data processing equipment, vehicles, office furnishings, leasehold improvements and other tangible personal properties owned or held by Sellers or used in the operation of the Facilities (the “Personal Property”);
4. all Inventory;
5. all documents, records, operating manuals and files with respect to the operation of the Facilities, including all financial, billing, patient, medical, accreditation, public program participation, business, operational, quality assurance, credentialing, peer review, facilities and systems maintenance, real property, educational, marketing and other records, Architectural Plans, structure or system drawings, manuals and materials (in paper, electronic or other form) and on-site regulatory compliance records;
6. all Contracts of Sellers to the extent set forth by Prospect in its sole discretion (the “Schedule of Assumed Contracts”) as of the Closing Date (collectively, the “Assumed Contracts”), which Assumed Contracts shall include Sellers’ Medicare and Medicaid provider agreements and associated provider numbers (the “Provider Agreements”), as well as all rights and interests of Sellers in and arising out of such Assumed Contracts;
7. all current assets of Sellers, other than cash, cash equivalents and investments;
8. all Accounts Receivables;
9. to the extent transferable, all Permits, Environmental Permits and Approvals issued or granted to Sellers by or pending before Governmental Entities and accreditations/certifications issued to Sellers by accrediting bodies, which relate to the ownership or operation of the Facilities;
10. all Intellectual Property;
11. all advance payments, prepayments or prepaid expenses made by Sellers relating to the operation of the Facilities;
12. all rights in all warranties of any vendor or manufacturer in connection with the Personal Property and all rights to enforce covenants not to compete with respect to the P Assets or the Business;
13. all insurance proceeds (after application of Sellers deductibles or co-insurance payments) arising in connection with property damage to the Purchased Assets;
14. general intangible rights of the Business, including goodwill;
15. all files and records relating to the Transferred Employees, including those regarding work history, benefits and pensions, as well as such of Sellers’ policies, manuals and similar materials as are reasonably necessary for Prospect to address personnel, benefits or other issues, or resolve disputes, regarding Transferred Employees;
16. all domain names and telephone and fax numbers;
17. any rights of Sellers to receive, or any expectancy of Sellers in, any state or federal grants or subsidies, allocation payments or other reimbursement pool;
18. the software, licenses and information systems used in the Business;
19. any rebates paid or payable in respect to the period prior to Closing under or in respect of any group purchasing organization agreements in which Sellers participate that relate to purchases of goods or services prior to Closing;
20. except as otherwise provided in this Agreement, any Claims, rights, credits, causes of action and rights of set-off of Sellers (whether known or unknown, contingent or otherwise) against any third-party related to the Purchased Assets (including the Assumed Contracts), contractual or otherwise, accruing or arising prior to the Closing;
21. the A/R Bank Accounts and all other bank accounts controlled by Sellers (but excluding any of the cash included therein as of the Closing Date);
22. all rights in any insurance policies of Sellers covering the Purchased Assets or any Assumed Liabilities;
23. all cash security deposits held by Sellers under the Assumed Leases (together with accrued interest thereon, if any) or relating to any Assumed Contract;
24. to the extent not included in any of the foregoing, (A) any assets included in the Interim Balance Sheet, except for assets used, consumed or disposed of in the Ordinary Course of Business since the Interim Balance Sheet Date, and (B) any assets purchased or otherwise acquired since the Interim Balance Sheet Date, which are not reflected on the Interim Balance Sheet but which are held or used in the Business;
25. all rights to reimbursement for services rendered, and medicine, drugs and supplies provided, by Sellers to individuals who are patients of the Business on or before the Closing Date, but who are not discharged until after the Closing Date (collectively, “Transitional Patient Services”);
26. the Sellers Plans (the “Assumed Sellers Plans”) and any and all assets associated therewith or set aside to fund liabilities related thereto;
27. rights to refunds in respect of any Tax for periods prior to Closing resulting from requests therefor submitted by Sellers to a Governmental Entity prior to the Effective Time;
28. all of Sellers’ equity, partnership, membership or other ownership interests in the Related Entities, other than the ownership interests of EOGH in Essex Valley Housing, Inc., which ownership interests shall be transferred, prior to or concurrently with the Closing, to the Foundation pursuant to, inter alia, the terms and provisions of the Foundation Agreement and the Supportive Housing Service Agreement; and
29. Avoidance Actions; provided, however, that Prospect shall not pursue and shall be deemed to have waived and released the Avoidance Actions as to Purchased Assets only.