Assets of New York Retirement Community

Sale of substantially all the assets of FOLTS HOME, et al., described as below:

• Fee simple title to the real estate (including the buildings and improvements) comprising the Facilities as described above, and further defined and described in Schedule 1.1(a) hereto (the "Real Property");
• All of Sellers' rights under any Real Estate leases listed on Schedule 1.1(b) (the "Real Estate Leases");
• All furniture, fixtures, furnishings, machinery, equipment, supplies (including all of the Sellers" inventory), artwork, and all other tangible property owned by Sellers or located at the Facilities or used by Sellers in the conduct of their businesses, including, without limitation, the items listed on Schedule 1.1(c). together with any vehicles, if any, owned by Sellers, and any capital assets owned by Sellers;
• All of Sellers rights and interests under executory contracts and agreements and unexpired leases designated by Purchaser in its sole discretion and listed on Schedule 1.1(d) hereto, subject to any applicable restrictions on assignment of provider agreements in which case any such agreements shall be assumed by the Sellers and assigned to Purchaser (collectively, the ''Assumed Contracts");
• All of Seller's accounts receivables, rights to payment and claims of every kind and nature and the proceeds thereof (but not including those accounts receivable that arose from services provided by the Current Receivers) (the "Accounts Receivable");
• The names Folts Home and Folts Adult Home-Claxton;
• All permits, licenses, approvals, franchises, notices, registrations and authorizations issued by any governmental authority necessary or desirable to operate the Facilities (and pending applications for the foregoing) (collectively. "Permits''), including those Permits listed on Schedule 1.1(g). excluding only such Permits to the extent not legally transferable; 
• Copies of all books and records of ihe Facilities (the "Business Records"), title to which will vest in the Purchaser or Operating Designee(s) upon such person's obtaining a Certificate of Need (a "COJV") from the DOM, but access to which will be granted to the Purchaser or Operating Designee(s) as applicable prior to the Closing Date;
• Any and all computer applications, software, owned or licensed, whether for general business usage (e.g., accounting, word processing, graphics, spreadsheet analysis, etc.) or specific, unique-lo-the-business usage and all computer operating, security or programming software, owned or licensed by Sellers, and more particularly described in Page 24 to 25 on the attached PDF.