Assets of Skilled Nursing Facilities Business

Sale of substantially all of assets of University Place Rehabilitation Center, LLC (“University Place Rehabilitation”); Renton Healthcare Rehabilitation Center, LLC (“Renton Healthcare”); and Talbot Rehabilitation Center, LLC (“Talbot Rehabilitation”) (collectively, “Sellers”), which includes:

• All Inventory;
• All Personal Property;
• All Permits;
• All intellectual property of the Business, including all of the Business’s: (1) brands, trademarks, service marks (including all associated logos, designs, and pictures), and Trade Names; (2) copyrights; (3) patents; (4) social media platforms; (5) websites, URLs, and domain names; (6) information, labels, pictures, and detail contained in the back-end to any website; (7) code written for any web applications; (8) databases used to power all web applications; (8) hosting accounts and relationships; and (9) telephone, fax numbers, passwords, and email addresses used in connection with the foregoing (collectively, the “IP Assets”);
• All rights under those contracts and leases set forth on Schedule I attached hereto (including to any corresponding prepaid expenses) (the “Assigned Contracts”);
• All Employee Records with respect to the Retained Employees, including all payroll records;
• All resident and patient records relating to the Business;
• All policy and procedure manuals at or with respect to the Business;
• Copies of all other books and records relating to the Business;
• All of Sellers’ rights in and to all assignable warranties of any contractor, manufacturer or materialman;
• All furnishings, fixtures, and equipment;
• Any and all rights, causes of action, and claims, known or unknown, matured or unmatured, accrued or contingent, against third parties (including all warranty and other contractual claims, whether express, implied, or otherwise), to the extent related to the Business or any Purchased Asset based upon any event occurring or circumstance existing prior to the Closing, including any Avoidance Actions but excluding the litigation described at Section 1.02(a)(v);
• All goodwill associated with the Business; and
• All other assets of any kind and nature used by Sellers in operating the Business or which relate to the Purchased Assets.