Assets of Ohio Hospital

Sale of assets of Coshocton County Memorial Hospital Association which includes:

1. all of the real property that is owned by Seller and used with respect to the operation of the Hospital, together with all buildings, improvements and fixtures located thereupon, including, without limitation, all buildings and other improvements then under construction (collectively, the “Owned Real Property” and together with the Leased Real Property, the “Real Property);
2. all of the tangible personal property owned by Seller and used by Seller in the operation of the Hospital, including equipment, furniture, machinery, vehicles and office furnishings, (the “Personal Property”), including, without limitation;
3. all of Seller’s rights, to the extent assignable or transferable, to all licenses, provider numbers, permits, approvals, certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to Seller for use in the operation of the Hospital (the “Licenses”);
4. all of Seller’s interest, to the extent assignable or transferable, in and to all of the following (the “Assumed Leases”): (i) personal property leases with respect to the operation of the Hospital that have been designated by Purchaser as a lease;
5. all of Seller’s interest, to the extent assignable or transferable, in and to all contracts and agreements with respect to the operation of the Hospital that have been designated by Purchaser as a contract to be assumed (the “Assumed Contracts”);
6. to the extent assignable or transferable, all inventories of supplies, drugs, food, janitorial and office supplies and other disposables and consumables (i) located at the Hospital or (ii) used in the operation of the Hospital (the “Inventory”);
7. other than Utility Deposits, all prepaid rentals, deposits, prepayments and similar amounts relating to the Assumed Contracts and/or the Assumed Leases, which were made with respect to the operation of the Hospital (the “Prepaids”);
8. to the extent assignable or transferable, all accounts, notes, interest and other receivables of Seller, including accounts, notes or other amounts receivable from physicians, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables, disproportionate share payments and Seller Cost Report settlements related thereto, in each case arising from the rendering of services or provision of goods, products or supplies to inpatients and outpatients at the Hospital, billed and unbilled, recorded and unrecorded, for services, goods, products and supplies provided by Seller prior to the Effective Time whether payable by Medicare, Ohio Medicaid, TRICARE, or any other payor (including an insurance company), or any health care provider or network (such as a health maintenance organization, preferred provider organization or any other managed care program) or any fiscal intermediary of the foregoing, private pay patients, private insurance or by any other source (collectively, “Accounts Receivable”);
9. to the extent assignable or transferable, all documents, records, correspondence, work papers and other documents, other than patient records, relating to the Accounts Receivable (the “Receivable Records”);
10. to the extent assignable or transferable, (i) all rights, claims and causes of action of Seller related to and/or arising out of the Accounts Receivable and rights to settlements and retroactive adjustments, if any, whether arising under a Seller Cost Report or otherwise, for any reporting periods ending on or prior to the Effective Time, whether open or closed, arising from or against the United States government under the terms of the Medicare program or TRICARE (formerly the Civilian Health and Medical Program of the Uniformed Services (“CHAMPUS”)); and (ii) causes of action under Sections 544, 547, 548, and 550 of the Bankruptcy Code against the parties;
11. all Hospital Care Assurance Program (“HCAP”) payments and payments from the State of Ohio or any of its administrative entities or other entitles to support the Business and/ or the Hospital (together with Medicare and Ohio Medicaid supplemental payments, the “Supplemental Payments”) received on and after the Effective Time regardless of the State fiscal year for which the Supplemental Payments are made in reference to and regardless of the State fiscal year for which the data was derived to calc\ulate eligibility for such payments. The parties acknowledge that Supplemental Payments are made to an eligible hospital for a state fiscal year, and that payments for a particular state fiscal year may be made during or after such state fiscal year. Notwithstanding the foregoing, the parties hereby confirm that it is the express intent of the parties that Purchaser shall receive the benefit of all Supplemental Payments received on and after the Effective Time regardless of whether the payments are made in reference to a State fiscal year prior to the Effective Time;
12. to the extent assignable or transferrable, all of the following that are not proprietary to Seller and/or Seller’s affiliates: operating manuals, files and computer software with respect to the operation of the Hospital, including, without limitation, all patient records, medical records, employee records, financial records, equipment records, construction plans and specifications, and medical and administrative libraries; provided, however, that any patient records and medical records which are not required by law to be maintained by Seller as of the Effective Time shall be an Excluded Asset;
13. to the extent assignable or transferable, all rights in all warranties of any manufacturer or vendor in connection with the Personal Property;
14. the right to use the name “Coshocton County Memorial Hospital” and all names for related entities;
15. all goodwill of the Hospital evidenced by the Assets;
16. the Hospital’s website(s) together with certain content therein;
17. to the extent transferable or assignable, Seller’s right or interest in the telephone and facsimile numbers used with respect to the operation of the Hospital;
18. the names and symbols of the Hospital;
19. to the extent assignable or transferable, Seller’s Medicare and Medicaid provider numbers and Lock Box Account(s) subject to approval by the appropriate governmental and regulatory agencies; and
20. except for the Excluded Assets, to the extent assignable or transferable, any other assets owned by Seller with respect to the operation of the Hospital that are used in the operation of the Hospital.