Assets of Acute Care Hospitals Business

Sale of substantially all of assets of the Promise Healthcare, Inc., as parent, and Bossier Land Acquisition Corp., Promise Properties of Shreveport, LLC, and Promise Healthcare of Louisiana, Inc., as sellers (the “Sellers”), including all of each Seller’s right, title and interest in and to all of the assets owned, used or held for use by Sellers primarily or exclusively in connection with the operation of the Seller Facilities, whether tangible or intangible, whether or not specifically referred to herein or in any instrument or conveyance delivered pursuant hereto, other than the Excluded Assets (all such assets other than the Excluded Assets, the “Purchased Assets”), free and clear of Encumbrances other than the Permitted Encumbrances, including, without limitation:

• 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;
• All leasehold interests (the “Proposed Tenant Leases”) of Sellers used in connection with the operation of the Healthcare Businesses 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 Healthcare Businesses 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 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);
• All Prepaid Assets of the Sellers (including, for the avoidance of doubt, all deposits under Leased Real Property or personal property Leases);
• All intangible personal property owned by Sellers and used primarily 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(g), but excluding the right to use any names, trade names, trademarks and service marks including the name “Promise”;
• All financial, medical staff and personnel records used in connection with the operation of the Seller Facilities (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 current patient medical records (“Purchased Medical Records”) in connection with the operation of the Seller Facilities;
• Subject to Section 2.10, all of Sellers’ rights to receive insurance proceeds relating to the physical condition of the Purchased Assets, to the extent not expended on the repair or restoration of the Purchased Assets prior to the Closing;
• Subject to Section 2.3(b), the commitments, contracts, leases and agreements of Sellers designated in Schedule 2.1(j) as Material Contracts (the “Proposed Assumed Material Contracts”) or which relate to the operation of the Seller Facilities but are not required to be listed in Schedule 3.8 (collectively the “Proposed Assumed Contracts”);
• To the extent assignable, all Permits held by Sellers relating to the ownership, development and operation of the Seller Facilities, including the Medicare and Medicaid provider agreements for the Seller Facilities;
• The goodwill generated by or associated with Sellers and the Seller Facilities;
• Reserved;
• All telephone and facsimile numbers, post office boxes and directory listings used in connection with the Seller Facilities; and
• Any other tangible asset located within the Seller Facilities as of (x) the Effective Date or the Closing Date, in each case not otherwise articulated in the foregoing (a) through (o) and not otherwise an Excluded Asset.