Skilled Nursing Facility Business in California

Sale of substantially all of assets of the 9025 Colorado Avenue, LLC, dba Cypress Gardens Care Center (“Seller”), including all of Seller’s right, title, and interest in and to the following assets, properties, and rights of Seller:

• As of the Closing, all cash on hand and in financial institutions (including all of seller's bank accounts and the remaining funds attributable to Seller’s Business in Trustee bank accounts after payment of allowed administrative claims and post-petition debts accruing or arising prior to the Closing and setting aside for the “Capped Period Fees” as defined in Section 2.03(a)), cash equivalents, marketable securities, and bonds (“Closing Cash”); provided, however, that no funds attributable to any recoveries obtained by the Trustee on account of claims arising under Chapter 5 of Title 11 of the United States Code;
• All accounts receivable, prepayments, prepaid expenses, and deposits (including security deposits), third party payor (including without limitation Medicare and Medi-Cal) reimbursements or adjustments relating to services rendered prior to the Closing;
• All Inventory (as defined in Section 17.19 hereof);
• All of Seller’s rights under all licenses, permits, and certifications necessary for the operation of the Facility;
• All of Seller’s rights under all Contracts (as defined in Section 17.19 hereof) listed on Schedules 2.01(a) attached hereto, including, without limitation, all transferable rights under the provider agreement and provider number with Medicare (collectively, “Assumed Contracts”), except as set forth in Section 2.02(b) below, regarding “Excluded Assets;”
• All of Seller’s right, title and interest in and to (i) the office equipment and computers, (ii) furniture, fixtures, and supplies, and (iii) appliances, improvements and other equipment, machinery and tangible personal property used, or held for use in the Seller Business, and all modifications, additions, restorations or replacements of the whole or any part of the items described in this clause (b)(iii) (collectively, the “Personal Property”); provided that, the Personal Property which are held by Seller pursuant to leases, rental agreements or other Contracts will not be included among the Purchased Assets unless Purchaser assumes the underlying lease, rental agreement or other Contract as Assumed Contracts, as applicable, at the Closing;
• All computer software owned or, to the extent transferable or assignable, licensed by Seller (including all related documentation) and used in the Seller Business; provided that, notwithstanding anything to the contrary in this Agreement, items described in this Section 2.01(g) which are held by Seller pursuant to license agreements or other Contracts will not be included among the Purchased Assets unless Purchaser assumes the underlying license agreement or other Contract as Assumed Contracts, as applicable, at the Closing;
• The minute books, financial statements, books of account, personnel records and other books and records of the seller, subject to Seller’s rights of access, as set forth in Section 17.16, below;
• All telephone and facsimile numbers used in connection with the operation of the Seller Business and all brochures, pamphlets, flyers, mailers and other promotional materials related to the marketing and advertising of the business conducted at the Facility, and all goodwill associated with Seller Business;
• All personnel records, property manuals, resident/patient charts and records, resident admission agreements and similar documents maintained by Seller or previously by Debtor, subject to Seller’s rights of access, as set forth in Section 17.16, below;
• All resident lists, resident trust funds and resident agreements, subject to Seller’s rights of access, as set forth in Section 17.16, below; and
• The Lease between Purchaser and seller which the parties hereto agree that upon execution of this Agreement and the Court’s entry of the Sale Order was terminated prior to the seller's bankruptcy case.”