Retirement Living & Skilled Nursing Facility in Alabama

Sale of substantially all of assets of the Vestavia Hills, Ltd. dba Mount Royal Towers (the “Seller”). The seller operates, or has previously operated, on the Real Property a 143-bed skilled nursing facility (“SNF”), a 98-bed assisted living facility (“ALF”), a 41-bed specialty care assisted living facility (“SCALF”) and a 150-bed independent living facility (“ILF”), all as described in Exhibit A (collectively, the “Facility”). The sale assets include all of Seller's right, title and interest in and to the following assets pertaining to Seller or the Facility:

• The Real Property located at 300 Royal Tower Drive, Vestavia Hills, AL 35209;
• All furnishings, fixtures, equipment, computer hardware and other tangible personal property owned by Seller and used in the operation of the Facility wherever situated, to the extent assignable, including without limitation the items listed in Appendix 1B (the “FF&E”);
• All vehicles, if any, owned by Seller and used in the operation of the Facility, including without limitation the vehicles listed in Appendix 1C;
• All of Seller's rights, benefits and interests under the Assumed Contracts (as hereinafter defined), including any agreements with the residents of the Facility; provided that Buyer specifically will not assume any union contracts or collective bargaining agreements;
• To the extent transferable, Certificates of Need for 143 SNF beds and 41 SCALF beds;
• Subject to Applicable Laws and Section 2.3 below, all books, records, documents and other writings used in connection with the operation of the Facility of which Seller is the owner and has the right to transfer same, provided Seller, its successors, agents, directors, shareholders or managing members 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 Seller on hand at the Closing, subject to Section 3.4;
• Subject to Applicable Laws, all Medicare provider numbers and provider agreements, to the extent Seller has any interest in same and to the extent assignable if Buyer, in its sole discretion, shall elect to accept them;
• Subject to Applicable Laws, all Medicaid provider numbers and provider agreements, to the extent Seller has any interest in same and to the extent assignable 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 Seller has any interest in same and to the extent transferable if Buyer, in its sole discretion, shall elect to accept them as an Assumed Contract hereunder;
• Except as provided in Section 2.3 below, all of Seller's right, title and interest in the name of the Facility any and all derivatives thereof and any other names used by Seller or the Facility, or to which Seller 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 Seller and transferable), technologies, websites, domain names, licenses, methods, formulations, data bases, trade secrets, technology rights and licenses knowhow, inventions and any other intellectual property or other proprietary rights of any kind or nature used or useful in the operation of the Facility other than the Excluded Assets (the “Intellectual Property”);
• All resident contracts or other agreements with residents of the Facility (the “Resident Agreements”);
• The Patient Trust Funds and Property (as defined below);
• The goodwill of Seller in or arising from the operation of the Facility; and
• All other assets, personal or mixed, tangible or intangible, used in connection with the operation of the Facility.