Home Health Care Services in Texas

Sale of substantially all of assets of the Walker County Hospital Corporation, d/b/a Huntsville Memorial Hospital, including all of the following assets owned, exclusively used or held for use by Seller in connection with the operation of the Seller Facility, and more described as below:

• All Accounts Receivable as of the Closing Date;
• All interests of Seller in the real property owned by Seller that is described in Schedule 2.1(b) (the "Owned Real Property"), including all rights of Seller in the land, buildings, fixtures, parking lots, construction in progress, and other improvements located thereon as to each parcel of real property included in such Owned Real Property, [including without limitation, any rights to the proceeds resulting from the settlement of the sale of any property within the Owned Real Property to the State of Texas,] except and excluding the Excluded Real Property;
• Subject to Section 2.3(b), all leasehold interests (together with any amendments, renewals, guaranties or other agreements with respect thereto, the "Proposed Tenant Leases") of Seller used exclusively in connection with the operation of the Healthcare Business in and to the real property (the real property that is subject to the Proposed Tenant Leases being referred to as the "Leased Real Property"), that are described in Schedule 2.1(c) (the term "Real Property" means collectively the Owned Real Property and the Leased Real Property);
• All interests of Seller in and to all real property leases, subleases, licenses, use and other occupancy agreements relating exclusively to the operation of the Seller Facility or the Healthcare Business described in Schedule 2.1(d) (each, a "Proposed Lessor Lease"), excluding for all purposes, the District Agreements;
• (i) all Furniture and Equipment, tools, spare parts supplies, janitorial and office supplies and other disposables and consumables relating to the Healthcare Business, and (ii) all other tangible personal property identified on Schedule 2.1(e) (collectively, the "Personal Property");
• All Inventory owned by Seller and exclusively used in connection with the operation of the Seller Facility (other than (i) the portions of Inventory disposed of, or expended, as the case may be, by Seller after the Execution Date and prior to the Closing in the Ordinary Course of Business; and (ii) all Excluded Inventory);
• All Prepaid Assets related to the Healthcare Business other than any Prepaid Assets exclusively relating to any of the Excluded Assets;
• All intangible personal property owned by Seller and exclusively used in connection with the operation of the Seller Facility, including all right, title and interest in and to all Hospital Intellectual Property, including the names set forth on Schedule 2.1(h), all United States and worldwide inventions, trade secrets, know-how, whether or not patentable, mask work rights, patents, patent applications, trademarks, service marks, trade names, trade dress, copyrights, and all applications, registrations and renewals in connection with any of the above including the name Huntsville Memorial Hospital, and any\ other trade names, trademarks, service marks, trade dress, logos, symbols (as well as all abbreviations, variations or derivations thereof), copyrights and applications therefor of Seller or its Affiliates or worldwide web addresses not used exclusively at the Seller Facility, any promotional material, educational material, signage, stationery, supplies or other items of inventory bearing such names, marks, trade dress, logos, or symbols or abbreviations, variations or derivations thereof, and any URLs, sites, blogs or pages hosted on Seller's system websites, including associated content embodied within the foregoing;
• (i) all financial, medical staff and personnel records (including those related to the preparation of Cost Reports) owned by Seller and used in connection with the operation of the Seller Facility, the Healthcare Business or the Purchased Assets (including all Patient Records (subject to a mutually agreeable medical records custodianship agreement), equipment records, construction plans and specifications, medical and administrative libraries, documents, catalogs, books, records, files, operating manuals and current personnel records) and all patient and medical records used in connection with the operation of the Purchased Assets (provided that personnel records not relating to the Transferred Employees shall not be treated as Purchased Assets);
• Subject to Section 3.8, all of a Seller's rights to receive insurance proceeds relating to the physical condition of the Seller Facility and the Purchased Assets, to the extent not expended on the repair or restoration of the Purchased Assets prior to the Closing;
• The member interest in HMHPO that is owned or controlled by Seller (which substitution shall be effected through the Member Substitution Transaction);
• Subject to Sections 2.3(b) and 6.6(a), the Contracts of Seller (i) designated in Schedule 2.1(l) as Material Contracts of Seller to be assumed by one or more Buyers or (ii) which exclusively relate to the operation of the Seller Facility but are not required to be listed in Schedule 4.8, and in any event including the Medicare and Medicaid provider agreements for the Seller Facility ((i) and (ii), collectively the "Proposed Assumed Contracts"), and all deposits remaining at the Closing Date related to the Assigned Contracts;
• To the extent assignable, all Permits held by Seller relating exclusively to the ownership, development and operation of the Seller Facility, the Healthcare Business, or the Purchased Assets;
• To the extent assignable, all existing warranties and guarantees (express or implied) issued
• To Seller in connection with the Personal Property and Inventory;
• All claims or causes of action, choses in action, and rights of recovery relating to or arising from the Healthcare Business, including, without limitation, all actions under Chapter 5 of Title 11 of the United States Code against any counterparties to an Assigned Contract or against the Buyers (the "Acquired Avoidance Actions");
• Subject to Section 2.3(a)(iv), except for any positive amounts with respect to Medicare reimbursement for bad debts of the Seller Facility under 42 C.F.R. § 413.89 associated with services furnished prior to the Effective Time, which shall be governed pursuant to Section 9.13, rights to positive cost report settlements and retroactive adjustments on Seller Cost Reports in respect of time periods prior to the Closing ("Seller Agency Settlements");
• To the extent transferable, all rights of Seller under non-disclosure or confidentiality, noncompete, or non-solicitation agreements with employees and agents of Seller or with third parties to the extent relating to the Healthcare Business or the Purchased Assets (or any portion thereof);
• All bank deposit accounts in the name of Seller, reflected on Schedule 2.1(r);
• Subject to Section 2.3(a)(iv), except for any positive amounts with respect to Medicare reimbursement for bad debts of the Seller Facility under 42 C.F.R. § 413.89 relating to services furnished prior to the Effective Time, which shall be governed pursuant to Section 9.13, any amounts receivable and any amounts received on or after the Closing Date with respect to any extraordinary payments and payment adjustments from any Third Party Payor, including payments and payment adjustments: (i) relating to outlier reconciliation, supplemental, disproportionate share or waiver payments, or Medicaid GME funding with respect to time periods prior to the Effective Time; (ii) relating to the Seller Cost Reports or Seller Agency Settlements (whether resulting from an appeal of a disallowance or otherwise) and other risk settlements with respect to time periods prior to the Effective Time; (iii) which result from any appeals pertaining to Medicare, Medicaid (including disproportionate share hospital program payments), TRICARE or other Third Party Payors for services furnished during periods prior to the Effective Time; (iv) relating to participation in any group purchasing organization (including any rebates or fee sharebacks for purchases made and paid for prior to the Effective Time) with respect to periods prior to the Effective Time; or (v) arising from meaningful use attestations with respect to time periods prior to the Effective Time;
• To the extent assignable, the national provider identifiers (the "NPI") and the Medicare, Medicaid, and TRICARE provider numbers and related provider agreements of Seller specifically identified on Schedule 2.1(t);
• The goodwill generated by or associated with Seller, the Healthcare Business, the Purchased Assets, and the Seller Facility;
• All telephone and facsimile numbers, post office boxes and directory listings used exclusively in connection with Seller's operation of the Healthcare Business;
• All policies and procedures of Seller;
• All intercompany receivables between Seller and HMHPO;
• Any other tangible asset located within the Seller Facility or that is otherwise material to the operation of the Healthcare Business as of (I) the Execution Date or (II) the Closing Date, in each case not otherwise articulated in the foregoing (a) through (x) and not otherwise an Excluded Asset.