Acute Care Hospital Business in Alabama

Sale of assets of Professional Resources Management of Crenshaw, LLC ("Seller"). The seller manages and operates the Hospital located in Luverne, Alabama which is the sole hospital in Crenshaw County, Alabama, commonly known as Crenshaw Community Hospital. The sale assets more described as below:

• The furniture and equipment used in operation of the Hospital;
• The tools, vehicles, spare parts, supplies, inventory, and all other tangible personal property owned or used by PRM in the operation of the Hospital;
• Any personal property leases pertaining to or used in connection with the Hospital to the extent said leases are identified in Schedule 2.3.
• The intellectual property, including without limitation the name, "Crenshaw Community Hospital"; along with any additional intellectual property licenses primarily pertaining to or used in connection with the Hospital;
• All contracts and assets set forth on Schedule 2.3, including the Assumed Contracts^ and all rights arising thereunder which schedule may be supplemented and/or modified by the Parties up to the Closing;
• All documents that are used in, held for use in or intended to be used in, or that arise primarily out of the Hospital's operations, including documents relating to the services provided by the Hospital, the marketing of the Hospital's services (including advertising and promotional materials), intellectual property, personnel files for employees, accounts receivable records, equipment records, medical and administrative files, libraries, patient billing records, documents, catalogs, books, records, files, operating policies and procedures, manuals, and files including credit information and supplier lists, and including all patient records;
• To the extent transferable, all licenses and permits relating to the ownership, leasing, development or operations of the Hospital, whether pending or approved;
• To the extent transferable, all Provider Numbers associated with the Hospital;
• To the extent transferable, all Certificates of Need issued to or held by PRM, whether implemented or not, and all Certificate of Need authority to operate the Hospital;
• To the extent transferable, all rights of PRM under non-disclosure or confidentiality agreements and non-compete, or non-solicitation agreements with employees and agents of PRM or with third parties to the extent relating to the Hospital or the Purchased Assets (or any portion thereof);
• To the extent transferable, all rights of PRM under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent affecting any Purchased Assets;
• All goodwill and other intangible assets owned by PRM and associated with the Hospital, including customer and supplier lists, goodwill, and the goodwill associated with the intellectual property;
• To the extent transferable, all telephone numbers and facsimile numbers, and domain names and email addresses related to the Hospital; and
• Any and all payments, refunds, settlements amounts and adjustments for any period received in connection with the operation of the Hospital from Medicare or Medicaid, except any payment on the PRM Accounts Receivable, and any Medicare cost report settlement payment in connection with the operation of the Hospital for the 2019 cost reporting year;
• Any and all other assets owned by PRM that are material to the operation of the Hospital, other than Excluded Assets;
• That portion of any and all claims of choses in action against Blue Cross and Blue Shield of Alabama including that certain case styled Conway v. Blue Cross and Blue Shield of Alabama in the United States District Court for the Northern District of Alabama, civil Action number 2:12-cv-02532-RDP and the cases consolidated therewith pertaining to damages incurred by the Hospital on or after November 10, 2019, with any amounts recovered by the Hospital under such civil action to be prorated between PRM and CCHCA according to the portion of damages incurred before and after November 10, 2019, respectively; and
• Any and all equipment and personal property of any nature whatsoever currently located at the Hospital.