Assets of Healthcare Services Business

Sale of substantially all of assets of Vascular Access Centers, L.P. (the “Seller”), which include, without limitation:

• The seller's equity interests in Vascular Access Center of Bolivar County, LLC, Vascular Access Center of Southern Maryland, LLC, Vascular Access Center of New Orleans, LLC and Vascular Access Center of North Shore Louisiana, LLC;
• Substantially all of the assets of VAC of Atlantic County and VAC of Prince George’s County;
• Additional physical assets (machinery, equipment, furniture, furnishings, appliances, leasehold improvements, supplies, and trade fixtures) owned by the seller including such items listed in the Purchase Agreement required to operate the Purchased Centers;
• Such executory contracts and/or unexpired leases of the seller, VAC of Atlantic County or VAC of Prince George’s County, as the case may be, necessary for the operation of the Business as set forth in the Purchase Agreement (collectively, the “Assigned Agreements”), subject to procedures consistent with section 365 of the Bankruptcy Code (where applicable) and approved by the Bankruptcy Court for the assumption and/or assignment of such Assigned Agreements in any order approving the Transaction;
• All security deposits or pre-paid expenses associated with the Purchased Assets;
• All accounts receivable of the Purchased Centers in the possession or control of the seller or any of the Purchased Centers, as of the Closing;
• To the extent transferable, all rights and obligations under or arising out of all insurance policies relating to the Purchased Assets or Assumed Liabilities (as defined below), including, without limitation, casualty and loss, medical malpractice, and business interruption insurance policies coverage;
• All personnel files for transferred employees in the possession or control of the seller except as prohibited by applicable law;
• All medical and other records related to the Purchased Centers’ patients and procedures in the possession or control of the seller except as prohibited by applicable law such that Buyer shall be the “custodian” of such information under applicable healthcare law;
• Any applicable licenses, permits or registrations needed to operate the Purchased Centers;
• All of the seller's books and records that relate to the operation of the Purchased Centers and all books and records of the Purchased Centers in the possession or control of the Debtor;
• All of the seller's rights, title and interest in and to all intangible assets and intellectual property of the Debtor, including all intangible assets and intellectual property, that relate to the Business, the Purchased Assets, or the operations of the Purchased Centers; and
• The existing bank accounts of the Purchased Centers as of the Closing (the “Acquired Bank Accounts”).