Nursing Home Facility in Florida

Sale of substantially all assets of a nursing home known as Whitehall of Boca Raton, located at 7300 Del Prado Circle South, Boca Raton, Florida (the “Facility”). The Facility has 154 beds and approximately 223 employees. The Sale Assets include all of Whitehall’s right, title and interest in and to the following assets pertaining to Whitehall or the Facility:

• The real property and improvements on which the Facility is situated;
• All furnishings, fixtures, equipment, computer hardware and other tangible personal property owned by Whitehall and used in the operation of the Facility wherever situated, to the extent assignable;
• All vehicles owned by Whitehall and used in the operation of the Facility;
• All Whitehall 's rights, benefits and interests under all contracts and agreements, including but not limited to, all Occupancy Agreements for the Residents of the Facility, related to the operation of the Business that are to be assumed by Buyer (collectively, the “Desired Contracts”), including without limitation any real estate leases described in Exhibit 3.8 of the Agreement, however Buyer specifically will not assume any Union Contracts or Collective Bargaining Agreements;
• All licenses and intangible rights related to the Business, to the extent transferable;
• All books, records, documents and other writings used in connection with the operation of the Business of which Whitehall, its successors, agents or shareholders shall have a continuing right to make copies of all documents at the expense of the person making such copies;
• All inventory of materials and supplies of Whitehall on hand;
• All Medicare and Medicaid provider numbers and provider agreements, if Buyer, in its sole discretion, shall elect to accept them;
• All payor agreements with insurance companies and/or managed care organizations, to the extent transferable if Buyer, in its sole discretion, shall elect to accept them;
• The personal savings accounts, checking accounts and escrow accounts of the Facility’s residents in compliance with the applicable regulations and only after the posting by Buyer of the required surety bond program for these accounts;
• All of Whitehall's right, title and interest in the name of Whitehall and any and all derivatives thereof and any other names used by Whitehall or to which Whitehall has any rights;
• All rights under any patent, trademark, service mark, trade name or copyright, whether registered or unregistered, and any applications therefore, and all computer software specific to the Facility (including software licenses, documentation and related object and source codes to the extent owned by Whitehall and transferable), technologies, websites, domain names, licenses, methods, formulations, data bases, trade secrets, technology rights and licenses know-how, inventions and any other intellectual property or other proprietary rights of any kind or nature used or useful in the operation of the Business;
• The goodwill of Whitehall in or arising from the operation of the Business
• All prepaid expenses of Whitehall;
• All of the Whitehall’s (and Whitehall’s bankruptcy estate’s) causes of action arising under Chapter 5 (“Avoidance Actions”) of title 11 of the United States Code, to the extent such Avoidance Actions are against any of Whitehall’s vendors that supply goods or services to Whitehall, Whitehall’s employees, the Facility, or patients at the Facility, and
• All other assets, personal or mixed, tangible or intangible, used in connection with the operation of the Business other than the Excluded Assets defined in the APA.