Assets of California Acute Care Hospitals Business

Sale of assets of Seton Medical Center (“Seton”), Verity Holdings, LLC (“Holdings”), and VHS (together with Seton and Holdings, the “Sellers”). The assets related to Seton concern assets located at both (i) Seton Medical Center, located at 1800, 1850 and 1900 Sullivan Ave and 1500 Southgate Ave, Daly City, California (the “Hospital”) and (ii) Seton Medical Center–Coastside, located at 600 Marine Blvd, Moss Beach, California (the “Coastside Campus” and, together with the Hospital, the “Seton Facilities”). The sale assets including all of each Seller’s right, title and interest in and to only the following assets and properties:

• All of the tangible personal property owned by Hospital Seller, or to the extent assignable or transferable by Hospital Seller, leased, subleased or licensed by Hospital Seller, and used by Hospital Seller in the operation of the Hospital, including equipment, furniture, fixtures, machinery, vehicles, office furnishings and leasehold improvements (the “Personal Property”);
• On and after the Closing Date, all of Hospital Seller’s rights, to the extent assignable or transferable, to and all of Hospital Seller’s obligations due from and after the Closing Date under, all Medicare and Medi-Cal provider agreements, permits, approvals, certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to Hospital Seller for use in the operation of the Hospital (the “Licenses”), including, without limitation, the Licenses and Medicare/Medi-Cal Provider Agreements set forth on Schedule 1.7(b), except to the extent Purchaser elects, in its discretion, not to take assignment of any such Licenses;
• All of Sellers’ interest in and to the Owned Real Property and all of Sellers’ interest, to the extent assignable or transferable, in and to all of the following (the “Assigned Leases”): (i) personal property leases with respect to the operation of the Hospital (including leases for assets described in Section 1.7(i)), (ii) the real property leases for all real property leased by Hospital Seller and set forth on Schedule 1.7(c)(ii) (the “Leased Real Property”), and (iii) the real property leased or subleased by Hospital Seller to a third party and set forth on Schedule 1.7(c)(iii) (the “Tenant Leases”);
• Other than those contracts specified in 1.7(x), all of Hospital Seller’s interest, to the extent assignable or transferable, in and to all contracts and agreements (including, but not limited to, purchase orders and the State Services Agreement) with respect to the operation of the Hospital that have been designated by Purchaser as a contract to be assumed and assigned pursuant to Section 1.11 (the “Assigned Contracts”);
• To the extent assignable or transferable, all inventories of supplies, drugs, food, janitorial and office supplies and other disposables and consumables (i) located at the Hospital, or (ii) used in the operation of the Hospital (the “Inventory”) except as set forth in Section 1.8(f);
• Other than Utility Deposits, all prepaid rentals, deposits, prepayments (excluding prepaid insurance and Base Payments (as defined in State Services Agreement) recieved prior to the Effective Time and prepaid taxes) and similar amounts relating to the Assigned Contracts and/or the Assigned Leases, which were made with respect to the operation of the Hospital (the “Prepaids”);
• To the extent assignable or transferrable, all of the following that are not proprietary to Sellers and/or owned by or proprietary to Sellers’ affiliates: operating manuals, files and computer software with respect to the operation of the Hospital, including, without limitation, all patient records, medical records, employee records, billing records, financial records, equipment records, construction plans and specifications, and medical and administrative libraries; provided, however, that any electronic medical records may be transferred in paper or “pdf” if Sellers’ EMR system and Purchaser’s EMR system are not interoperable;
• To the extent assignable or transferrable (and if leased, to the extent the associated lease is transferrable), including any assignment which is made effective pursuant to the Sale Order where the consent of a third party is required pursuant to the terms of an applicable agreement but not obtained, all systems, servers, computers, hardware, firmware, middleware, telecom equipment, networks, data communications lines, routers, hubs, switches and all other information technology equipment, and all associated documentation owned, leased or licensed by Hospital Seller and used by Hospital Seller with respect to the operations of the Hospital;
• All Measure B trauma funding received by Hospital Seller after the Closing Date, regardless of the state fiscal year for which the funding is made in reference to and regardless of the state fiscal year for which the data was derived to calculate eligibility for such funding;
• All funds received by Hospital Seller after the Closing Date under the QAF Program and any subsequent QAF Program payment (e.g., QAF VI and QAF VII), regardless of the state fiscal year for which the funding is made in reference to and regardless of the state fiscal year for which the data was derived to calculate eligibility for such funding; for purposes of this Agreement, the “QAF Program” means the California Department of Health Care Services Hospital Quality Assurance Fee Programs V (“QAF V”), and VI (“QAF VI”). To the extent Hospital Seller has paid QAF fees for QAF funds that are not received until after the Closing Date, Purchaser will reimburse the Hospital Seller for any such fees that have been paid;
• All disproportionate share funds received by Hospital Seller after the Closing Date, regardless of the state fiscal year for which the funding is made in reference to and regardless of the state fiscal year for which the data was derived to calculate eligibility for such funding;
• Other than the Excluded Settlements and Actions, all regulatory settlements, rebates, adjustments, refunds or group appeals, including without limitation pursuant to all cost reports filed by Sellers for payment or reimbursement from government payment programs and other payors with respect to periods after the Signing Date;
• Other than the Excluded Settlements and Actions, all casualty and property insurance proceeds arising in respect of losses occurring after the Closing Date in connection with the ownership or operation of, or damage or destruction to, the Assets;
• All transferable unclaimed property of any Person in Sellers’ possession as of the Closing Date that relate to the Hospital, including, without limitation, property which is subject to applicable escheat laws;
• To the extent assignable or transferable by Sellers without out-of-pocket expense to Sellers, all warranties (including warranties of any manufacturer or vendor) on or in connection with the Assets (including the Personal Property) in favor of the Hospital or Sellers;
• The right to use the names “Seton Medical Center” and “Seton Medical Center Coastside”, including any trademarks, service marks, trademark and service mark registrations and registration applications, trade names, trade name registrations, logos, domain names, trade dress, copyrights, copyright registrations, website content, know-how, trade secrets and the corporate or company names of Hospital Seller and the name of the Hospital, together with all rights to sue and recover damages for infringement, dilution, misappropriation or other violation or conflict associated with any of the foregoing; at the Closing, Purchaser will execute and deliver to Sellers the Transition Services Agreement granting to Sellers an unlimited, royalty free, irrevocable license to use any and all of the foregoing solely in connection with the winddown of the Business, the completion of the Bankruptcy Cases and the dissolution of Sellers (and following completion of such wind-down, Bankruptcy Cases and dissolution of Sellers, such license shall automatically terminate);
• All goodwill of the Hospital evidenced by or associated with any of the Assets;
• To the extent transferable or assignable, Hospital Seller’s right or interest in the telephone and facsimile numbers and uniform resource locaters used with respect to the operation of the Hospital;
• All of Hospital Sellers’ interest in and to, from and after the Licensure Date, to Hospital Seller’s Medicare and Medi-Cal provider agreements and lockbox account(s) identified on Schedule 1.7(t), with the submission and payment of claims to be made in accordance with the provisions of Section 3.4 of the IMA;
• With respect to Verity Holdings, the real property assets represented by the assessor’s parcel numbers (APN’s) listed in Schedule 1.7(u) hereof, together with all plant, buildings, structures, installments, improvements, fixtures, betterments, additions and constructions in progress situated thereon (the “Purchased Verity Holdings Assets”);
• Except for the Excluded Assets, to the extent assignable or transferable, and subject to the Permitted Exceptions, any other assets owned by Hospital Seller (which are not otherwise specifically described above in this Section 1.7) that are used in the operation of the Hospital;
• All claims, counterclaims and causes of action of each Seller, Seller affiliate or such Seller’s or Seller affiliate’s bankruptcy estate (including parties acting for and on behalf of such Seller’s bankruptcy estate, including, but not limited to, the official committee of unsecured creditors appointed in the Bankruptcy Cases), arising under or with respect to claims and causes of action against Purchaser or any Purchaser affiliate or that relate to the Assets or the Transferred Obligations but excluding any claims or causes of action: (i) relating to the Excluded Assets; (ii) arising under Chapter 5 of the Bankruptcy Code; or (iii) as set forth on Schedule 1.7(w); and
• Subject to Section 4.9 and the provisions of Exhibit 4.9, all of Sellers’ interest in, and all of Sellers’ obligations due under, from and after the Licensure Date, to the extent assignable or transferable, in and to any of the Hospital’s services, participation or provider agreements with private health plans, insurers or other third party payors (collectively, the “Private Payor Agreements”) that have been designated by Purchaser as an Assigned Contract pursuant to Section 1.11 (to the extent so designated, the “Transferred Private Payor Agreements”), provided that, (i) the submission and payment of claims shall be in accordance with the provisions of Section 3.4 of the IMA, and (ii) Private Payor Agreements shall not include any “risk-sharing” agreements with independent physician associations.