Home Medical Equipment Business in Arizona

Sale of substantially all of assets of the MEDONE HEALTHCARE, LLC., include all of Seller’ respective right, title and interest in, to and under the Purchased Assets, free and clear of any and all existing Liens, other than Permitted Exceptions. “Purchased Assets” shall mean the following assets of Seller (but excluding Excluded Assets) as of the Closing to the extent related to the Business, whether tangible or intangible, real or personal and wherever located and by whomever possessed:

• All Inventory;
• All Documents related to the Business, including all Patient Records; provided, however, Seller may retain copies of all Documents, including Patient Records for the purpose of winding down their affairs and ensuring compliance with applicable laws;
• The Contracts (and all rights of Seller thereunder) set forth on Schedule 2.1(c), if any (the “Assigned Contracts”);
• The Real Property Leases (and all rights of Seller thereunder) set forth in Schedule 2.1(d), if any (the “Assigned Real Property Leases”);
• The Personal Property Leases (and all rights of Seller thereunder) set forth in Schedule 2.1(e), if any (the “Assigned Personal Property Leases”);
• All rights of Seller, including the right to any rental or other payments, arising out of equipment rental arrangements of Seller with any Patients whether pursuant to a Contract or otherwise;
• All Accounts Receivable;
• All goodwill, cellular telephone numbers for any cellular telephones provided to MedOne employees, efax numbers, , and other intangible assets owned by Seller and associated with the Business;
• Any motor vehicles owned by Seller; and
• Seller’s rights of recovery, claims, and causes of action, if any, under Sections 544, 547, 548, 549 and 550 of the Bankruptcy Code, and any proceeds arising from any such action (“Avoidance Actions”).