Hospital Business and Related Assets in Mississippi

Sale of the Northwest Mississippi Regional Medical Center, a regional medical center and related healthcare operations and facilities located in Clarksdale, Mississippi (the “Clarksdale Hospital”). The Clarksdale Hospital includes the following medical facilities: 10-bed ICU; 33-bed telemetry stepdown unit; 20 ambulatory surgery beds, 10-bed emergency department; 7-room operating suite; 12-bed recovery room; labor and delivery suite (2 labor and delivery rooms, 5 regular labor rooms, 2 delivery rooms, and a 23-bassinet newborn and intensive care nursery); pavilion dedicated for women and children; wound healing center; and medical and surgical units. Clarksdale is the sole member of Clarksdale Physicians. Clarksdale Physicians was formed to employ some of the physicians that work in the Clarksdale Facilities. The sale assets more described as below:

• All right, title and interest of Sellers under the Hospital Lease (the “Assigned Real Property Leases”);
• (i) the Furniture and Equipment; (ii) the tools, vehicles, spare parts, supplies, Inventory, and all other tangible personal property owned or used by Sellers in the conduct of the Business; and (iii) the Personal Property Leases identified in Schedule 2.1(b)(iii) (along with any additional Personal Property Leases primarily pertaining to or used in connection with the Business that are entered into after the date hereof but prior to the Closing) (other than any Excluded Personal Property Leases identified on Schedule 2.2(b)) (the “Assigned Personal Property Leases”) ((i)-(iii) collectively, the “Purchased Personal Property”);
• (i) the Intellectual Property, including without limitation the name, “Northwest Mississippi Medical Center”; along with any additional Intellectual Property Licenses primarily pertaining to or used in connection with the Business that are entered into after the date hereof but prior to the Closing, to the extent assignable (other than any Excluded Intellectual Property identified on Schedule 2.2(c)) (the “Assigned Intellectual Property Licenses”) ((i) and (ii) collectively, the “Purchased Intellectual Property”);
• All Contracts and all rights arising thereunder (other than any Excluded Contracts set forth on Schedule 2.2(d)), along with any to be assumed by Sellers and assigned and sold to Purchaser pursuant to § 365 of the Bankruptcy Code, which contracts are listed on Schedule 2.1(d) hereto, and which schedule may be supplemented and/or modified by the Purchaser up to the Closing (the “Assigned Contracts”);
• Subject to the provisions of Section 8.7, to the extent transferable, all Documents that are used in, held for use in or intended to be used in, or that arise primarily out of, the Business, including Documents relating to the services provided by the Business, the marketing of the Business’s services (including advertising and promotional materials), Purchased Intellectual Property, personnel files for Hired Employees, accounts receivable records, equipment records, medical administrative libraries, patient billing records, documents, catalogs, books, records, files, operating policies and procedures, manuals, and files including credit information and supplier lists, and including all Patient Records but excluding any Documents described in Section 2.2(h);
• To the extent transferable, all Permits relating to the ownership, leasing, development or operations of the Business, whether pending or approved;
• To the extent transferable, all provider numbers associated with the Business;
• To the extent transferable, all Certificates of Need issued to or held by any Seller, whether implemented or not, and all Certificate of Need authority to operate the Hospital;
• To the extent transferable, all rights of each Seller under non-disclosure or confidentiality, non compete, or non-solicitation agreements with employees and agents of such Seller or with third parties to the extent relating to the Business or the Purchased Assets (or any portion thereof);
• To the extent transferable, all rights of each Seller under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent relating to services provided to such Seller after the Closing or to the extent affecting any Purchased Assets, other than any warranties, representations and guarantees pertaining to any Excluded Assets;
• All goodwill and other intangible assets (other than Intellectual Property Rights) owned by each Seller and associated with the Business, including customer and supplier lists and the goodwill associated with the Purchased Intellectual Property;
• The Post-IMA Effective Date Accounts Receivable and all outstanding checks and deposits in transit relating to Post-IMA Effective Date Accounts Receivable and other rights of payment for items and services provided subsequent to the IMA Effective Date;
• All Mississippi Hospital Access Program (MHAP), Disproportionate Share Hospital (DSH) and similar benefits paid or payable to Seller by the Mississippi Department of Medicaid from January 1, 2019 forward;
• To the extent transferable, all telephone numbers and facsimile numbers, and domain names and email addresses; and
• Any and all other assets owned by Sellers that are material to the operation of the Business in the Ordinary Course of Business, other than Excluded Assets.