Medical Center in Florida

Sale of all assets of Miami International Medical Center, LLC, includes:

1. all tangible personal property used or held for use in the Business, including, without limitation, the furniture, equipment, and inventory located at the Facility and otherwise set forth on Schedule 1.1(i);
2. the Equipment set out on Schedule 1.1(ii);1
3. to the extent assignable or transferable, all non-residential real property and personal property leases with respect to the operation of the Business as set out on Schedule 1.1(iii) to be identified by the Buyer;
4. to the extent assignable or transferable, that certain hospital license issued to Seller by the State of Florida, Agency for Health Care Administration (“AHCA”), under license number 4008 (the “License”), and any other general intangibles identified by Buyer related to the ownership, possession, lease or use of the Assets of the Business, including, without limitation, lien waivers, surety agreements, bonds, warranties, guaranties, utility use agreements, covenants, commitments, licenses, permits, certificates, regulatory approvals, entitlements, service marks, intellectual property, trademarks, and trade names owned or employed by Seller in conjunction with the operation of the Business (the “Intangible Property”) as set out on Schedule 1.1(iv); and
5. to the extent permitted under applicable law, all of Seller’s claims, lawsuits, and avoidance actions, including, without limitation, under 11 U.S.C. § 550 against Buyer and its affiliates.