Skilled Nursing Facility Business in Hawaii

Sale of substantially all of assets of the Kaumana Drive Partners, LLC, the seller is the owner of a 100 bed skilled nursing facility in Hilo, Hawaii, commonly referred to as the Legacy Hilo Rehabilitation and Nursing Center (“Legacy Hilo” or the “Facility”). The sale assets decribed as below:

• Land: Seller’s fee simple interest in the land described in Exhibit A on the attached PDF (“Land”).
• Improvements: Any and all improvements located on the Land (“Improvements”), which together with the Land are collectively referred to as the “Real Property”;
• Tangible Property: All tangible personal property (not part of the Improvements) owned by Seller located on the Real Property and used in connection with the ownership, use or operation of the Real Property, including without limitation, (i) all fixtures, furniture, furnishings, apparatus and fittings, equipment, machinery, motor vehicles, appliances, signage, works of art, building supplies, tools, plans, and studies and reports, with such deletions and additions as may occur in the ordinary course of business, (ii) all computer hardware and software and telecommunications and information technology systems, and (iii) all goods of an expendable nature, including without limitation blankets, linens, tableware, china and glassware, nursing supplies, incontinence products and other supplies, and food and beverages which are usable and held for use in connection with the business operated on the Real Property, with such deletions and additions as may occur in the ordinary course of business (“Tangible Property”);
• Intangible Property: All intangible property owned by Seller and used in connection with the ownership, use or operation of the Real Property and Tangible Property, including, without limitation: (i) all warranties and guaranties with respect to the Real Property and Tangible Property, to the extent assignable and for which consents to assignment have been obtained by Closing if so required; (ii) all engineering reports and studies, surveys, development and construction specifications, designs, schematics, drawings, renderings, and plans with respect to the Real Property and Tangible Property; (iii) all tradenames, service marks, and trademarks used in connection with the Real Property and the use and operation of the Real Property (“Trademarks”); (iv) all unexpired licenses, permits, certificates, and approvals issued by any governmental authority or any other applicable party, including without limitation the Certificate of Need and the certification for Medicaid/Medicare, with respect to the construction, development, ownership, operation, leasing, maintenance, or use of the Real Property and Tangible Property or any portion thereof held by and issued to Seller; and (v) all books and records, accounting and financial files, human resource files, operating data, patient information, property tax bills, and correspondence excluding attorney client communications (collectively, together with the Assumed Contracts (as defined below), if any, “Intangible Property”). Intangible Property and Tangible Property are collectively referred to herein as the “Personal Property”.