Assets of Texas Healthcare Business

Sale of assets of Northwest Senior Housing Corporation which includes:

1. the Ground Lease;
2. all of Seller’s interest in the Land and Existing Improvements pursuant to the Ground Lease;
3. the Accounts Receivable;
4. the Books and Records;
5. the Equipment;
6. the Inventory;
7. to the greatest extent transferable under applicable law, the Permits, including Seller’s Medicare provider agreement;
8. the Intellectual Property Assets;
9. the Tangible Personal Property, only to the extent assignable;
10. the Intangible Personal Property;
11. the IT Assets;
12. all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums, and fees which pertain to the Purchased Assets and are not Excluded Assets;
13. Seller’s attorney-client and work-product privileges which pertain to the Purchased Assets; and
14. the Assumed Contracts.