Veterinary Hospital Business in Texas

Sale of substantially all of assets of the Veterinary Care, Inc. and TVET Management LLC, including all tangible and intangible real and personal property and assets used or held for use by Sellers in the operation of the Business including the following:

• Contracts: All rights under all Contracts and agreements, including real property leases ("Leases"), listed on Schedule 3.2.1, as Schedule 3.2.1 may be updated in accordance with Section 9.6 (collectively, "Assumed Contracts");
• Accounts Receivable and Insurance Claims: All Accounts Receivable accrued through the Closing Date and any Insurance Claims;
• Contract Deposits: All cash and negotiable instruments solely to the extent that they constitute deposits securing specific contractual obligations, including performance bonds, surety bonds, letters of credit, guarantees, security deposits, utility deposits or similar assurance outstanding as of the Closing Date ("Contract Deposits");
• IP: All IP, including trade names of Sellers, software licenses, and other general intangibles for or associated with the Leased Facilities or the Business, to the extent that such intangibles are transferable;
• Personal Property: All personal property and interests therein, including without limitation, all vehicles (other than those included in the Excluded Assets), furniture, fixtures, consumables, machinery, tools, appliances, computer hardware and information technology systems (except any computer hardware or information technology systems that are not otherwise assignable), and medical and other equipment used or held for use in connection with the operation of Business or the Leased Facilities;
• Inventory and Equipment: All Inventory, tangible personal property owned by or leased to Sellers located at the Leased Facilities or used in connection with the Business, including furniture, fixtures, trade fixtures, equipment, office equipment, computer equipment, computer systems, furnishings, machinery, tenant improvements, blinds, curtains, drapes, floor coverings, security equipment, communications equipment, medical equipment, animal boarding equipment, animal grooming and washing equipment, equipment operation manuals, and manufacturer's warranties and guarantees, if any;
• Prepaid Expenses: All deposits with the Businesses vendors, prepaid insurance covering the Business, prepaid items, prepaid expenses, and similar amounts paid to other vendors of services or goods for which the Business has not received services or goods in return that are described in Schedule 3.2.7;
• Unbilled Services: All rights to any unbilled services rendered prior to Closing;
• Supplies: All janitorial and office supplies, Controlled Substances, Pharmaceutical Products, medical supplies, animal feed, and all other operating supplies of the Business;
• Business Records: Subject to Section 9.4.2, all books, records, files and papers, whether in tangible, intangible or electronic form utilized, held for use or created by the Business including all Patient Records, excluding those books, records, files, and papers as set forth in Section 3.3 below, and subject to the terms and conditions of this Agreement;
• Goodwill: All rights of Sellers in the favorable consideration that the Business has in the minds of the public, the reasonable expectation that the Business will be preferred by existing and potential customers and clients, and the advantage and benefit that existing and potential customers and clients will patronize the Business;
• Communications: All telephone numbers, facsimile numbers, internet addresses, internet domain names, internet domain name registrations, log in identifications, social media handles and user names, user identifications, screen names, and online service identifications relating to the Business, a complete and accurate list of which is set forth on Schedule 3.2.12;
• Permits: To the extent transferable, all Permits utilized in connection with the ownership or operation of the Purchased Assets or related to the Business, including those listed on Schedule 3.2.13;
• Equity In Subsidiaries: All equity interests, including stock, limited liability company interests, and partnership interests, in any other business or entity; and
• Contract Counterparty Actions: The Contract Counterparty Actions.
• Delivery of Purchased Asset Schedules: Notwithstanding anything to the contrary in this Agreement, Sellers shall deliver Schedules 3.2.1,3.2.7,3.2.12, and 3.2.13 to Buyer no later than 7 days after the Effective Date.