Assets of Ambulatory Surgery Center Business

Sale of assets of Peoria Day Surgery Center, Ltd. (the “Seller”), including, without limitation, the following:

• All Contracts set forth on Section 2.l(a) of the Disclosure Schedules (the “Assigned Contracts”);
• The Purchased IP;
• All furniture, fixtures, equipment and office equipment as set forth on Section 2.1(c) of Disclosure Schedule (the “Furniture, Fixtures and Equipment”), as well as all inventory, supplies, drugs, computers, telephones and other tangible personal property located on the Premises (the “Tangible Personal Property”);
• All Permits, including Environmental Permits, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 4.12 and Section 4.13 of the Disclosure Schedules, subject to the application process and requirements of the appropriate issuing government agencies to approve the transfers to Buyer;
• All rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise;
• All of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
• All insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities;
• Copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, equipment maintenance files, schedules of charges, vendor and supplier lists, quality assurance and improvement records and procedures, patient complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), marketing material and records, internal financial statements, and research and files relating to the Purchased IP (“Books and Records”);
• All of Seller’s rights to the following telephone and fax numbers: (309) 692- 9210 (phone) and (309) 683-4208;
• All patient medical records, stored in either paper or electronic medical record format (“Medical Records”); and
• All goodwill of the Business.