Healthcare Services Business in Washington

Auction Sale of substantially all of assets of the Astria Health, et al., including all of Seller’s right, title and interest in and to only the following assets and properties:

• All of the tangible personal property owned by Seller and used by Seller in the operation of the assets being sold, including equipment, furniture, machinery, vehicles and office furnishings (the “Personal Property”);
• All of Seller’s rights, to the extent assignable or transferable, to all licenses, provider numbers, permits, approvals, certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to Seller for use in the operation of the assets being sold (the “Licenses”), including, without limitation, the Licenses and Medicare and Medicaid Provider Numbers set forth on Schedule 1.7(b);
• All of Seller’s interest in and to the Owned Real Property and all of Seller’s interest, to the extent assignable or transferable, in and to all of the following (the “Assumed Leases”): (i) personal property leases with respect to the operation of the assets being sold, (ii) the real property leases for all real property leased by Seller and set forth on Schedule 1.7(c)(ii) (the “Leased Real Property”), and (iii) the real property leased or subleased by Seller to a third party and set forth on Schedule 1.7(c)(iii) (the “Tenant Leases”);
• All of Seller’s interest, to the extent assignable or transferable, in and to all contracts and agreements (including, but not limited to, purchase orders) with respect to the operation of the assets being sold that have been designated by Purchaser as a contract to be assumed pursuant to Section 1.11 (the “Assumed 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 Assets being sold or (ii) used in the operation of the assets being sold (the “Inventory”) except as set forth in Section 1.8(e);
• To the extent assignable or transferrable, all of the following that are not proprietary to Seller and/or owned by or proprietary to Seller’s affiliates: operating manuals, files and computer software with respect to the operation of the assets being sold, including, without limitation, all patient records, medical records, employee records, financial records, equipment records, construction plans and specifications, and medical and administrative libraries;
• Any patient records and medical records which are not required by law to be maintained by Seller or Purchaser as of the Effective Time;
• To the extent assignable or transferable, all rights in all warranties of any manufacturer or vendor in connection with the Personal Property;

Assets for sale is more described from Page No. 127-128 of the attached PDF.