Acute Care Hospital and Related Healthcare Facilities Business in Mi...

Sale of the Gilmore Medical Center, a 95 bed acute care hospital and related healthcare operations and facilities located in Amory, Mississippi, owned by seller Amory Regional Medical Center, Inc. (the “Gilmore Hospital”). The sale assets more described as below:

• Net Working Capital;
• Fee simple title to the Owned Real Property and the rights of Seller or any Seller Affiliate against third parties under general warranty deeds or limited warranty deeds related to any such Owned Real Property;
• The leasehold interest of Seller located on 404 Gilmore Drive, Amory, MS pursuant to the Lease Agreement dated April 27, 2017, between Seller and CHCT Mississippi, LLC, a Delaware limited liability company, as lessor; the leasehold interest of the Seller located on 305 Highway 45N, Aberdeen, MS pursuant to the Lease Agreement dated April 27, 2017 between the Seller and CHCT Mississippi, LLC; the leasehold interest of the Seller located on 1107 Earl Frye Blvd., Amory, MS, pursuant to the Lease Agreement dated April 27, 2017; the leasehold interest of the Seller located on 1111 Earl Frye Blvd., Amory, MS, pursuant to the Lease Agreement dated April 27, 2017; and the leasehold interest of the Seller located on 1127 Earl Frye Blvd., Amory, MS, pursuant to the Lease Agreement dated April 27, 2017] (as well as any other leasehold title to the Leased Real Property (other than the Excluded Leased Real Property) and all other interests of Seller in all Tenant Leases, Third Party Leases, and leasehold improvements with respect to the Business);
• Furniture, office equipment, medical equipment, computer hardware;
• Seller’s interests in joint ventures related to the Business, if any;
• All Personal Property;
• All registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under, arising out of, or related to any software (whether hosted or installed on any hardware, in source code, object code or other form, computerized databases or other compilations, algorithms, user interfaces, command structures, report formats, templates, menus, architecture, development tools and all related documentation);
• All Inventory, including any rights to rebates, refunds or discounts due with respect to the Inventory;
• All Prepaid Expenses;
• Originals, or where not available, copies (including in electronic format), of all medical records, patient files, and other written accounts of the medical history of the Business’ patients maintained in connection with the Business, to the extent transferable by Law;
• The Books and Records;
• Subject to Section 2.3(c), the Contracts listed on Schedule 2.1(1) (collectively, the “Assumed Contracts”);
• All Permits and Approvals issued or granted by, or filed with or delivered to, any Governmental Authority to the extent assignable and that are used or held for use in, or otherwise relating to, the Business or the Purchased Assets or that have been filed or delivered by or on behalf of Seller (including any such Permits and Approvals that are pending);
• All Transferred Intellectual Property, including the Trademarks (or variations thereof) that are used or held for use in, or otherwise relating to, the Business and all right, title and interest in and to the Domain Names set forth on Schedule 2, l(m), all Transferred Information Technology Systems, and all right, title and interest of Seller and any Seller Affiliate to use of the names set forth on Schedule 2.11m) and any derivatives or variations thereof (the “Restricted Names”);
• Any claims, causes of action or rights against third parties related to the Business or the Purchased Assets (including warranties, indemnities, rebates and guarantees), contractual or otherwise, arising before or after the Effective Time;
• To the extent assignable, Seller’s Government Program provider agreements and provider numbers and related national provider identifiers (“NPIs”);
• To the extent applicable, Seller’s goodwill associated with, or symbolized by, the Business and any other Purchased Assets;
• Any insurance proceeds arising in connection with damage to the Purchased Assets occurring prior to the Effective Time; and
• To the extent not included in any of the foregoing, (i) any assets included in the
• determination of Closing Working Capital or reflected on the Reference Balance Sheet, other than any assets used, consumed or disposed of in the ordinary course of business since the Balance Sheet Date, (ii) any assets purchased or otherwise acquired since the Balance Sheet Date that are not reflected on the Reference Balance Sheet but that are used or held for use in, or otherwise relating to, the Business, and (iii) all other assets (other than the Excluded Assets) that are owned, leased or used by Seller or any Seller Affiliate and used or held for use in, or otherwise relating to the Business, whether or not scheduled or described herein.