Assets of Texas Nursing Care Facility

Sale of all assets of CP Holdings LLC which includes:

1. one hundred percent (100%) of the Equity Securities owned by Sellers (the “Purchased Entity Shares”) in each of the entities listed in Section 2.1(a) of the Sellers Disclosure Schedules (each such entity and any of its Subsidiaries, a “Purchased Entity” and, collectively, the “Purchased Entities”);
2. all cash, cash equivalents, prepayments (including all prepayments made to third party vendors), deferred assets, refunds, credits or overpayments, except for the Excluded Cash;
3. all accounts receivable of Sellers;
4. to the extent transferable, any directors’ and officers’ (or similar) insurance policies, any insurance policies of Sellers that cover directors and officers, and any rights thereunder;
5. to the extent transferable, all insurance policies of Sellers and any claims thereunder, except for coverage and proceeds for any claims relating to or arising prior to the Closing Date;
6. all Purchased Contracts;
7. any security deposits held by counterparties to the Purchased Contracts;
8. all Books and Records (including Tax records and Tax Returns);
9. all Intellectual Property;
10. all General Intangibles associated with the Business;
11. all guarantees, representations, warranties, and indemnities associated with the operation of the business, including in respect of any Assumed Liabilities;
12. all claims, causes of action, including Avoidance Actions and the proceeds thereof, choses in action, rights of recovery, rights of set off, and rights of recoupment (including any such item relating to the payment of Taxes) existing as of the Closing Date, other than counterclaims and defenses related to Excluded Assets;
13. except with respect to any Confidentiality Agreements expressly excluded in this Agreement, all rights and obligations under non-disclosure, confidentiality, and similar arrangements with (or for the benefit of) employees and agents of Sellers or with third parties (including any non-disclosure, confidentiality agreements or similar arrangements entered into in connection with or in contemplation of the filing of the Bankruptcy Cases;
14. all prepayments, deposits, deferred assets, rights to refunds (including preand post-bankruptcy rights to Tax refunds), credits, rights to recover overpayments or other receivables, other than those related to Excluded Assets; and
15. all rights with respect to proofs of claim filed by or on behalf of Sellers in any bankruptcy case other than the Bankruptcy Cases.