Assets of Acute Care Hospitals Business

Sale of substantially all of assets of the Promise Healthcare Group, LLC, et al., including all of the following assets owned, exclusively used or held for use by Sellers in connection with the operation of the Seller Facilities, other than the Excluded Assets (all such assets other than the Excluded Assets, the “Purchased Assets”), free and clear of all Encumbrances other than the Permitted Encumbrances:

• All interests of Sellers in the real property owned by Sellers that is described in Schedule 2.1(a) (the “Owned Real Property”), including all rights of Sellers or its Affiliates in the land, buildings, fixtures, parking lots, construction in progress, and other improvements located thereon as to each parcel of real property included in such Owned Real Property;
• Subject to Section 2.3(b), all leasehold interests (together with any amendments, renewals, guaranties or other agreements with respect thereto, the “Proposed Tenant Leases”) of Sellers used exclusively in connection with the operation of the Healthcare Business in and to the real property (the real property that is subject to the Proposed Tenant Leases being referred to as the “Leased Real Property”), (the term “Real Property” means collectively the Owned Real Property and the Leased Real Property) that are described in Schedule 2.1(b);
• All interests of Sellers in and to all real property leases, subleases, licenses, use and other occupancy agreements relating exclusively to the operation of the Seller Facilities or the Healthcare Business described in Schedule 2.1(c) (each, a “Proposed Lessor Lease”);
• All equipment, furniture, furnishings, machinery, tools, supplies, telephones, office equipment, leasehold improvements and other tangible personal property used by Sellers in connection with the operations of the Seller Facilities;
• All Inventory owned by Sellers and exclusively used in connection with the operation of the Seller Facilities (other than the portions of Inventory disposed of, or expended, as the case may be, by Sellers after the Effective Date and prior to the Closing in the ordinary course of business);
• Reserved;
• All Prepaid Assets related to the Healthcare Business other than any Prepaid Assets exclusively relating to any of the Excluded Assets;
• All intangible personal property owned by Sellers and exclusively used in connection with the operation of the Seller Facilities, including all right, title and interest in and to all Facility IP, including the names set forth on Schedule 2.1(h), but excluding (A) the right to use any names, trade names, trademarks and service marks including the name “Promise” and (B) all proprietary software, data processing programs, or source codes used by Sellers or its Affiliate;
• All financial, medical staff and personnel records (including those related to the preparation of Cost Reports) owned by Sellers and used in connection with the operation of the Seller Facilities or the Purchased Assets (including all equipment records, construction plans and specifications, medical and administrative libraries, documents, catalogs, books, records, files, operating manuals and current personnel records) and all patient and medical records used in connection with the operation of the Purchased Assets (provided that personnel records not relating to the Transferred Employees shall not be treated as Purchased Assets);
• Subject to Section 2.10, all of a Seller’s rights to receive insurance proceeds relating to the physical condition of the Seller Facilities and the Purchased Assets, to the extent not expended on the repair or restoration of the Purchased Assets prior to the Closing;
• Subject to Sections 2.3(b) and 5.6(b), the Contracts of Sellers (i) designated in Schedule 2.1(k) as Material Contracts to be assumed by Buyers or (ii) which exclusively relate to the operation of the Seller Facilities but are not required to be listed in Schedule 3.8, and in any event including the Medicare and Medicaid provider agreements for the Seller Facilities ((i) and (ii), collectively the “Proposed Assumed Contracts”);
• To the extent assignable, all Permits held by Sellers relating exclusively to the ownership, development and operation of the Seller Facilities and the Purchased Assets;
• All claims or causes of action relating to or arising from the Healthcare Business other than claims that arise under Chapter 5 of Title 11 of the United States Code;
• Subject to Section 2.3(a)(iv), except for any positive amounts with respect to Medicare reimbursement for bad debts of the Seller Facilities under 42 C.F.R. § 413.89 associated with services furnished prior to the Effective Time, which shall be governed pursuant to Section 8.11 of this Agreement, rights to positive cost report settlements and retroactive adjustments on Seller Cost Reports in respect of time periods prior to the Closing (“Seller Agency Settlements”);
• Subject to Section 2.3(a)(iv), except for any positive amounts with respect to Medicare reimbursement for bad debts of the Seller Facilities under 42 C.F.R. § 413.89 relating to services furnished prior to the Closing, which shall be governed pursuant to Section 8.11 of this Agreement, any amounts receivable and any amounts received on or after the Closing Date with respect to any extraordinary payments and payment adjustments from any Third Party Payor, including payments and payment adjustments: (i) relating to outlier reconciliation, supplemental, disproportionate share or waiver payments, or Medicaid GME funding with respect to time periods prior to the Effective Time; (ii) relating to the Seller Cost Reports or Seller Agency Settlements (whether resulting from an appeal of a disallowance or otherwise) and other risk settlements with respect to time periods prior to the Effective Time; (iii) which result any appeals pertaining to Medicare, Medicaid (including disproportionate share hospital program payments), TRICARE or other Third Party Payors for services furnished during periods prior to the Effective Time; (iv) relating to participation in any group purchasing organization (including any rebates or fee sharebacks for purchases made and paid for prior to the Effective Time) with respect to periods prior to the Effective Time; or (v) arising from Meaningful Use attestations with respect to time periods prior to the Effective Time;
• The goodwill generated by or associated with Sellers and the Seller Facilities;
• All telephone and facsimile numbers, post office boxes and directory listings used exclusively in connection with the Seller’s operation of the Healthcare Business; and
• Any other tangible asset located within the Seller Facilities as of (x) the Effective Date or (y) the Closing Date, in each case not otherwise articulated in the foregoing (a) through (o) and not otherwise an Excluded Asset.