Assets of Obstetric and Gynecological Service Business

Sale of assets of Atlanta Women's Specialists, LLC (the “Seller”), which includes:

• All cash;
• All inventory (including supplies, drugs, disposables, consumables, office and other supplies, spare, replacement and component parts;
• All fixed assets and equipment;
• All claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind that are not identified as Excluded Assets, , including any potential claims by or through seller against any of its Affiliates, including all claims and causes of action arising under Section 544, 547, 548, 549, 550 or 551 of the Bankruptcy Code; provided, that claims and causes of action arising under Chapter 5 of the Bankruptcy Code shall be waived by Purchaser;
• All goodwill, patents, patent applications, and similar intangible and intellectual Property;
• All rights of seller under the Assumed Contracts and all deposits posted under Assumed Contracts and all advances, pre-paid expenses and credits for the benefit of seller;
• All rights in and under all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights in favor of seller relating to the other Assets;
• To the extent transferable, all Licenses relating to the Business;
• All information (including information subject to seller's attorney-client or similar privilege), files, correspondence, records, data, plans, reports, and recorded knowledge, to the extent permitted by applicable Laws, and all accounting or other books and records;
• All accounts receivable and all other rights of seller.