Common use of Assets to be Purchased Clause in Contracts

Assets to be Purchased. Subject to the terms and conditions of this Agreement, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire, take and accept from Seller, each of the following (collectively, the "Conveyed Assets"): (a) the Real Property; (b) all furniture, furnishings, fixtures, equipment and other personal property, tangible or intangible, and all interests in personal property, owned by Seller, situated on or in or attached to or located at the Real Property and used in connection with Seller's operation or maintenance of the Real Property (collectively, the "Personal Property"; the Real Property and the Personal Property are sometimes, collectively, referred to herein as the "Premises"); (c) all Seller's interest in all residency agreements, leases, tenancies and occupancy arrangements relating to the Premises (collectively, the "Leases"), all prepaid rents (collectively, the "Prepaid Rents") and all deposits, whether security, damage or otherwise (collectively, the "Deposits"), paid by residents (collectively, the "Residents") holding under the Leases; (d) the right to use the name "Villa Americana Apartments" to the extent Seller has the right to use such name, and all of Seller's interest, if any, in all other names, logos, designs, slogans and trademarks used in connection with the Premises and its operations, except Seller's name, the name of any affiliate of Seller or any derivations of any one, or more or all of them (collectively, the "Trade Name"); (e) all books and records, rent rolls, Resident lists, applications and credit files pertaining to Seller's operation or maintenance of the Premises (collectively, the "Operating Records"); (f) all of Seller's interest in that certain Housing Assistance Payments Contract between the U.S. Department of Housing and Urban Development ("HUD") and Seller relating to an aggregate of 258 units at the Real Property (the "HAP Contract"), subject to the provisions of Section 4.(d) hereof; a copy of the HAP Contract, marked Exhibit "B" is attached hereto; (g) all of Seller's interest in any and all service contracts, maintenance agreements and other similar contracts affecting the operation or maintenance of the Premises (collectively, the "Contracts"); and (h) warranties and guarantees claims (if any) under or with respect to the Contracts or the Personal Property, or with respect to any construction of or repairs to the Premises or any part thereof; provided, however, that in no event shall the Conveyed Assets include (i) any of Seller's cash in any Seller bank account; (ii) cash or securities in any of Seller's escrow or impound accounts for or relating to the Real Property, including, but not limited to, the reserve for replacements for the Premises and the escrows or impounds for ad valorem real estate taxes, insurance, residual receipts and interior and/or exterior painting; (iii) xxxxx cash of the Premises; (iv) accounts receivable; and (v) partnership records.

Assets to be Purchased. Subject (a) Upon satisfaction of all conditions to the obligations of the parties contained herein (other than such conditions as will have been waived in accordance with the terms and conditions of this Agreementhereof), Seller shall the Company will sell, transfer, convey, transfer, assign and deliver to the Purchaser, and the Purchaser shall purchasewill purchase from the Company, acquireat the Closing (as hereinafter defined), take and accept from Seller, each all of the following (collectivelybusiness, assets, properties, goodwill and rights of the "Conveyed Assets"): (a) the Real Property; (b) all furnitureCompany, furnishings, fixtures, equipment and other personal property, whether tangible or intangible, real, personal or mixed, wheresoever located and whether or not carried or reflected on the books and records of Company or any subsidiary or affiliate of the Company including, without limitation: (i) all rights of the Company in the personal property that is owned or leased by the Company or in which it has any right or interest; (ii) franchises; (iii) all right, title and interest in and to the use of the Company’s corporate names and any derivatives or combinations thereof as used by the Company; (iv) all of the Intellectual Property Rights (as hereinafter defined), including the goodwill associated therewith, rights to use, licenses and sublicenses in respect thereto and the rights thereunder, royalties and remedies against infringement thereof (including past infringements), and rights of protection of interest therein; (v) rights under or pursuant to licenses by or to the Company to the extent transferable; (vi) inventory (materials, work in process, finished goods), equipment, machinery, furniture, fixtures, motor vehicles and supplies; (vii) accounts receivable; (viii) prepaid expenses; (ix) all of the Company’s rights with respect to insurance policies (if, and to the extent, assignable), other than policies for product liability coverage and policies on the life of the Principal, contracts, purchase orders, customers, lists of customers and suppliers, sales representative agreements, and all interests in personal propertyfavorable business relationships, owned by Sellercauses of action, situated on judgments, claims and demands of whatever nature; (x) all credit balances of or in inuring to the Company, under any state unemployment compensation plan or attached to or located at the Real Property and used in connection with Seller's operation or maintenance fund; (xi) all of the Real Property Company’s rights with respect to partnership or joint venture agreements or arrangements; (collectivelyxii) files, papers and records relating to the "Personal Property"; Company’s business and assets (but the Real Property Company shall have access to and use of the records for reasonable business purposes); (xiii) the assets as reflected on the Latest Unaudited Balance Sheet (as hereinafter defined), with only such dispositions of such assets reflected on the Latest Unaudited Balance Sheet as will have occurred in the ordinary course of business of the Company between the date thereof and the Personal Property Closing and which are sometimes, collectively, permitted by the terms hereof; and (xiv) all cash on hand at Closing. All of the foregoing are sometimes collectively referred to herein as the "Premises"“Assets” and are more fully described on Exhibit 1.1(a) hereto. (b) Notwithstanding the foregoing, the Company will not sell, transfer, convey, assign or deliver to the Purchaser, and the Purchaser will not purchase from the Company, the following assets: (i) the consideration delivered to the Company pursuant to this Agreement (as hereinafter defined) for the Assets; (ii) the minute books, corporate seal and stock records of the Company (subject to delivery of complete copies thereof to Purchaser in connection with its due diligence investigation); (ciii) all Seller's interest in all residency agreements, leases, tenancies real estate (and occupancy arrangements relating to improvements thereon) owned by the Premises (collectively, the "Leases"), all prepaid rents (collectively, the "Prepaid Rents") and all deposits, whether security, damage or otherwise (collectively, the "Deposits"), paid by residents (collectively, the "Residents") holding under the LeasesCompany; (div) the right to use the name "Villa Americana Apartments" to the extent Seller has the right to use such name, those items of machinery and all equipment listed on Exhibit 1.1(b) hereto; (v) those items of Seller's interestpersonal property, if any, in all other names, logos, designs, slogans and trademarks used in connection with by the Premises and its operations, except Seller's name, the name of any affiliate of Seller or any derivations of any one, or more or all of them (collectively, the "Trade Name"); (e) all books and records, rent rolls, Resident lists, applications and credit files pertaining to Seller's operation or maintenance officers of the Premises (collectively, the "Operating Records"); (fCompany and identified on Exhibit 1.1(b) all of Seller's interest in that certain Housing Assistance Payments Contract between the U.S. Department of Housing and Urban Development ("HUD") and Seller relating to an aggregate of 258 units at the Real Property (the "HAP Contract"), subject to the provisions of Section 4.(d) hereof; a copy of the HAP Contract, marked Exhibit "B" is attached hereto; (gvi) all claims of Seller's interest in any and all service contracts, maintenance agreements and other similar contracts affecting kind or nature that the operation Company has or maintenance may have against any of the Premises (collectivelyofficers, directors, shareholders or employees of the "Contracts")Company, or others who have provided professional services of any kind to the Company, including, without limitation, any loans to officers, directors, shareholders or employees of the Company, or others who have provided professional services of any kind to the Company; and (hvii) warranties and guarantees claims (if anysuch other items listed on Exhibit 1.1(b) under or with respect to the Contracts or the Personal Property, or with respect to any construction of or repairs to the Premises or any part thereof; provided, however, that in no event shall the Conveyed Assets include (i) any of Seller's cash in any Seller bank account; (ii) cash or securities in any of Seller's escrow or impound accounts for or relating to the Real Property, including, but not limited to, the reserve for replacements for the Premises and the escrows or impounds for ad valorem real estate taxes, insurance, residual receipts and interior and/or exterior painting; (iii) xxxxx cash hereto. All of the Premises; (ivforegoing are sometimes collectively referred to herein as the “Excluded Assets” and are more fully described on Exhibit 1.1(b) accounts receivable; and (v) partnership recordshereto.

Assets to be Purchased. Subject Upon satisfaction of all conditions to the ------------------------ obligations of the parties contained herein (other than such conditions as shall have been waived in accordance with the terms and conditions of this Agreementhereof), Seller the Company shall sell, transfer, convey, transfer, assign and deliver to the Purchaser, and the Purchaser shall purchasepurchase from the Company, acquireat the Closing (as hereinafter defined), take and accept from Seller, each all of the following Company's right, title and interest in and to the assets, properties, goodwill and rights of Marshall Distributing, LLC, xx x xxxng concern, of every nature, kind and description, tangible and intangible, wherever located and whether or not carried or reflected on the books and records of the Company as well as the specific assets of EMS Business Development, Inc. to be listed on Exhibit "A" to be attached to the Final Purchase Agreement (collectivelyas defined in Section 5.1 below) (hereinafter sometimes collectively called the "Assets"), including without ------ limitation all items reflected on the Company's latest balance sheet (the "Latest Balance Sheet") a copy of which is to be attached to the Final Purchase Agreement as Exhibit "B", with only such dispositions of such items reflected on the Latest Balance Sheet as shall have occurred in the ordinary course of the Company's business between the date thereof and the Closing and which are permitted by the terms hereof. Except as otherwise provided in this Agreement, the Assets shall be conveyed free and clear of any mortgage, pledge, lien, security interest, encumbrance, claim, easement, restriction or charge of any kind or nature (whether or not of record). The Assets shall also include the real property and improvements commonly known as 3085 West 1100 Xxxxx, Xxxx Xxxx Xxxx, Xxxx XXX: 00-00-000-000-0000 (xxe "Conveyed Assets"): (a) the Real Property; (b) all furniture, furnishings, fixtures, equipment and other personal property, tangible or intangible, and all interests in personal property, "). The Real Property is currently owned by SellerTerry Nielsen and leased to xxx Xxxxxxx. At Closing, situated on or in or attached title to or located at the Real Property shall be conveyed to and used shall vest in connection with Sellerthe Purchaser (or Purchaser's operation or maintenance of the Real Property nominee). Purchaser shall execute an all inclusive installment note (collectively, the "Personal Property"; the Real Property and the Personal Property are sometimes, collectively, referred to herein as the "Premises"); (c) all Seller's interest in all residency agreements, leases, tenancies and occupancy arrangements relating to the Premises (collectively, the "Leases"), all prepaid rents (collectively, the "Prepaid RentsNote") and in the principal sum of $770,000 payable to Terry Nielsen. The Note sxxxx xx xxxured by an all deposits, whether security, damage or otherwise (collectively, inclusive deed of trust on the "Deposits"), paid by residents (collectively, the "Residents") holding under the Leases; (d) the right to use the name "Villa Americana Apartments" to the extent Seller has the right to use such name, and all of Seller's interest, if any, in all other names, logos, designs, slogans and trademarks used in connection with the Premises and its operations, except Seller's name, the name of any affiliate of Seller or any derivations of any one, or more or all of them (collectively, the "Trade Name"); (e) all books and records, rent rolls, Resident lists, applications and credit files pertaining to Seller's operation or maintenance of the Premises (collectively, the "Operating Records"); (f) all of Seller's interest in that certain Housing Assistance Payments Contract between the U.S. Department of Housing and Urban Development ("HUD") and Seller relating to an aggregate of 258 units at the Real Property (the "HAP ContractDeed of Trust"), subject ) which shall be inclusive of and junior to the provisions existing note and deed of Section 4.(d) hereoftrust executed by Terry Nielsen and secured by xxx Xxxx Xxoperty. The Note shall accrue interest at the same rate as the underlying note; a copy interest only payable monthly commencing one month following the Closing. The principal and any unpaid interest shall be all due and payable as part of the HAP Contract, marked Exhibit "B" is attached hereto; (gPurchase Price as provided in Section 1.3.2(a) all of Seller's interest in any below. The lease between the Company and all service contracts, maintenance agreements and other similar contracts affecting the operation or maintenance of the Premises (collectively, the "Contracts"); and (h) warranties and guarantees claims (if any) under or with respect to the Contracts or the Personal Property, or with respect to any construction of or repairs to the Premises or any part thereof; provided, however, that in no event shall the Conveyed Assets include (i) any of Seller's cash in any Seller bank account; (ii) cash or securities in any of Seller's escrow or impound accounts for or relating to the Real Property, including, but not limited to, the reserve for replacements for the Premises and the escrows or impounds for ad valorem real estate taxes, insurance, residual receipts and interior and/or exterior painting; (iii) xxxxx cash of the Premises; (iv) accounts receivable; and (v) partnership recordsTerry Nielsen will be texxxxxxxx xx xxe Closing.

Assets to be Purchased. Subject to Upon the terms and subject to the conditions of this Agreementcontained herein, Seller on the Closing Date (as hereinafter defined) Sellers shall sell, convey, transfer, deliver and assign to Buyer and deliver Buyer shall purchase and acquire from Sellers all of Sellers’ right, title and interest in and to Purchaser, and Purchaser shall purchase, acquire, take and accept from Seller, each all of the following properties, businesses and assets of every kind, character and description, real, personal and mixed, tangible and intangible, wherever located (except those assets of Seller specifically described in Section 1.2 below) used in or for the benefit of the Facilities (collectively, the "Conveyed “Assets"):”), free and clear of all Liens other than (a) Assigned Real Property Leases, (b) Assigned Personal Property Leases, and (c) Permitted Exceptions, including but not limited to: (a) All real property owned by any Seller, including without limitation that certain real property at the locations on Schedule R-1 hereto, as more particularly described in Schedule 1.1(a) hereto, and all buildings and improvements thereon and easements, rights, interests and other appurtenances thereto, including, without limitation, all attached fixtures, trade fixtures and built-in appliances (collectively the “Owned Real Property;”), together with any and all transferable warranties, guarantees and service contracts respecting any of the foregoing (as hereinafter defined). (b) all furnitureAll real property leased by any Seller, furnishingsincluding without limitation that certain real property at the locations on Schedule R-1 hereto, fixtures, equipment and other personal property, tangible or intangibleas more particularly described in Schedule 1.1(b) hereto (the “Leased Real Property”), and all tenant improvements thereon (regardless of whether they are accounted for as an asset on the books of any landlord, any Seller or Seller Owner or any of their respective Affiliates, or any third party) and all rights, interests in personal propertyand other appurtenances thereto, owned by Sellertogether with any and all transferable warranties, situated on or in or attached to or located at the Real Property guarantees and used in connection with Seller's operation or maintenance service contracts respecting any of the Real Property foregoing (collectively, the "Personal Property"; the Owned Real Property and the Personal Leased Real Property are sometimes, collectively, referred to herein as the "Premises"“Real Property”); (c) All tangible personal property, including all Seller's interest in all residency agreementsfurniture, leasesfixtures, tenancies motor vehicles, machinery and occupancy arrangements relating to the Premises equipment (collectively, “Equipment”) used or useful in the "Leases"Facilities, including but not limited to those items listed on Schedule 1.1(c) attached hereto which have not been disposed of in the ordinary course of business as of the Closing Date, except those items specifically listed on Schedule 1.2, plus any other tangible personal property acquired on or prior to the date of the Closing, and any and all transferable warranties, guarantees and service contracts respecting the Equipment, provided that to the extent set forth on Schedule 1.1(c), all prepaid rents (collectively, certain of the "Prepaid Rents") Equipment is and all deposits, whether security, damage or otherwise (collectively, the "Deposits"will be transferred subject to operating leases identified as Assigned Personal Property Leases and Assigned Real Property Leases on Schedule 2.8 and Schedule 2.22(a), paid by residents (collectively, the "Residents") holding under the Leasesrespectively; (d) All inventories, supplies, medical supplies, drugs, food and other disposables and consumables (including food and other perishable and disposable items) in stock at the right to use the name "Villa Americana Apartments" to the extent Seller has the right to use such name, and all of Seller's interest, if any, in all other names, logos, designs, slogans and trademarks used in connection with the Premises and its operations, except Seller's name, the name of any affiliate of Seller or any derivations of any one, or more or all of them Facilities (collectively, the "Trade Name")“Supplies”) on the date of the Closing; (e) All patient and resident funds accounts that the Facilities or Sellers maintain for the benefit of patients and residents, all books and recordsfunds deposited with the Facilities or Sellers by patients, rent rolls, Resident lists, applications and credit files pertaining to Seller's operation residents or maintenance others in connection with the business or operations of the Premises Facilities or Sellers, including without limitation entrance deposits received in connection with the Facilities that are assisted living facilities, and all accrued interest (whether or not payable to patients, residents or third-party payment sources) on any of the foregoing (collectively, “Credits”), provided, however, that to the "Operating Records")extent such Credits are held by a Seller in trust, such Seller shall convey such funds to Buyer in trust for the benefit of the beneficiaries of same, which funds Buyer shall hold in compliance with applicable state and federal law; (f) All books and records, financial records, files, patient records and any and all documents of Seller's interest any kind whatsoever, whether in that certain Housing Assistance Payments Contract between the U.S. Department hard copy or on computer tapes and disks or otherwise, of Housing and Urban Development ("HUD") and Seller relating to an aggregate of 258 units at the Real Property (the "HAP Contract"), subject Sellers related to the provisions of Section 4.(d) hereof; a copy operation of the HAP Contract, marked Exhibit "B" is attached heretoFacilities; (g) all of Seller's interest in any Any and all service contractsarchitectural and engineering plans and documents, maintenance agreements blueprints and other similar contracts affecting documents related to the operation Real Property in Sellers’ possession or maintenance of control; (h) All Intellectual Property set forth on Schedule 1.1(h), Assigned Contracts, Assigned Personal Property Leases, Assigned Real Property Leases and Licenses (to the Premises (collectively, the "Contracts"extent such Licenses are transferable); and (hi) warranties All goodwill, software, prepaid expenses, deposits, Seller policies and guarantees claims (if any) under or with respect procedures, and telephone and facsimile numbers, in each case, only to the Contracts extent such item relates to or the Personal Property, is used by or with respect to any construction of at one or repairs to the Premises or any part thereof; provided, however, that in no event shall the Conveyed Assets include (i) any of Seller's cash in any Seller bank account; (ii) cash or securities in any of Seller's escrow or impound accounts for or relating to the Real Property, including, but not limited to, the reserve for replacements for the Premises and the escrows or impounds for ad valorem real estate taxes, insurance, residual receipts and interior and/or exterior painting; (iii) xxxxx cash more of the Premises; (iv) accounts receivable; and (v) partnership recordsFacilities.

Assets to be Purchased. Subject to the terms and conditions of this Agreementhereinafter set forth and except for the Retained Assets, Seller shall hereby agrees to sell, assign, convey, transfer, assign transfer and deliver to Purchaser, and Purchaser shall agrees to purchase, acquire, take accept and accept acquire from Seller, each on the Closing Date (as defined in Section 3.01 hereof), on a going concern basis, all of Sellers’s right, title and interest in and to all of the following assets, properties, rights and interests of every kind and description, real, personal or mixed, tangible or intangible owned or used by Seller and its Affiliates (as hereinafter defined) in connection with the operation of the Business (all of which assets, properties, rights and interests are hereinafter collectively referred to as the “Acquired Assets”), including, without limitation, the following: (a) all legal, beneficial and equitable title to that certain approximately 23-acre tract of real property located in Garland, Texas and being more particularly described on Exhibit A attached to this Agreement, together with (i) all buildings, fixtures and other improvements located thereon or attached to such real property; (ii) all of Seller’s right, title and interest in and to all leases, subleases, franchises, licenses, permits, rights-of-way and easements, if any, appurtenant to or otherwise benefiting such real property or its buildings, fixtures or improvements, and (iii) all other rights and appurtenances pertaining to such land and its improvements, including strips and gores (collectively, the "Conveyed Assets"): (a) the “Real Property”); (b) all tangible business and personal property, including, without limitation, all major, minor, medical, surgical or other equipment, vehicles, furniture, furnishings, fixturesmachinery, equipment data processing and computer hardware, appliances and other tangible personal property, tangible or intangible, property of every description and kind and all interests in personal propertyreplacement parts therefore and accessories thereto, owned by Sellerincluding, situated without limitation, those assets listed on or in or attached Schedule 1.01(b) to or located at the Real Property and used in connection with Seller's operation or maintenance of the Real Property this Agreement (collectively, the "Personal Property"; the Real Property and the Personal Property are sometimes, collectively, referred to herein as the "Premises"“Equipment”); (c) all Seller's interest supplies, goods and inventory used, useable or useful in all residency agreementsrespect of the Business existing as of the Closing Date, leasesincluding, tenancies but not limited to, pharmaceuticals and occupancy arrangements relating medications, food, janitorial and cleaning materials, disposables, linens, consumables, office supplies and medical supplies, including, without limitation, those assets listed on Schedule 1.01(c) to the Premises this Agreement (collectively, the "Leases"“Inventory”), all prepaid rents (collectively, the "Prepaid Rents") and all deposits, whether security, damage or otherwise (collectively, the "Deposits"), paid by residents (collectively, the "Residents") holding under the Leases; (d) all deposits, prepaid taxes and expenses, escrows and other advance payments relating to any expenses of the right to use the name "Villa Americana Apartments" Business to the extent Seller has that the right to use such namesame are assignable or transferable, and all of Seller's interestincluding, if anywithout limitation, in all other names, logos, designs, slogans and trademarks used in connection with the Premises and its operations, except Seller's name, the name of any affiliate of Seller or any derivations of any one, or more or all of them those items listed on Schedule 1.01(d) (collectively, the "Trade Name"“Prepaid Expenses”); (e) all books financial, patient, medical staff and personnel records and other records relating to the Hospital, whether in hard or any other format (including, without limitation, all clinical records, rent rollsequipment records, Resident listsmedical administrative libraries, applications medical records, patient billing records, documents, catalogs, books, records, files, operating manuals, current personnel records and credit files pertaining to Seller's operation or maintenance of the Premises computer software (collectively, the "Operating Records"“Documentary Information”)); (f) all rights and benefits of Seller's interest Seller in, to or under those written agreements, contracts, sales commitments, purchase orders, customer commitments, security agreements or instruments and undertakings entered into in that certain Housing Assistance Payments Contract between the U.S. Department ordinary course of Housing the Business which have been (i) entered into on or before the date hereof and Urban Development are listed on Schedule 1.01(f) to this Agreement or ("HUD"ii) and Seller relating to an aggregate of 258 units at are entered into after the Real Property (the "HAP Contract")date hereof, subject are related exclusively to the provisions Business and satisfy the requirements of Section 4.(d) hereof; a copy of 6.02 hereof (collectively, the HAP Contract, marked Exhibit "B" is attached hereto“Acquired Contracts”); (g) all of Seller's ’s right, title and interest in any and all service contracts, maintenance agreements and other similar contracts affecting the operation or maintenance of the Premises to those personal property leases listed on Schedule 1.01(g) to this Agreement (collectively, the "Contracts"“Personal Property Leases”); (h) all of Seller’s right, title and interest in and to those real property leases with respect to tenants of the medical office building attached to the hospital building, including, without limitation, those leases listed on Schedule 1.01(h) to this Agreement (collectively, the “Real Property Leases”); (i) all rights and benefits of Seller under any and all manufacturer’s, merchant’s, repairmen’s and other third-party warranties, guaranties and service or replacement programs relating to the Business or any Acquired Asset, including, without limitation, those assets listed on Schedule 1.01(i) to this Agreement (collectively, the “Warranties”); (j) all of the licenses, permits, approvals, variances, rights, waivers or consents (collectively, the “Licenses”) issued to Seller by any federal, state, county or local governmental entity or municipality or subdivision thereof or any authority, arbitrator, department, commission, board, bureau, body, agency, court or instrumentality thereof (collectively, “Governmental Authorities”) and used by Seller in connection with the operation of the Business to the extent the same are assignable or transferable, including all Hospital Licenses, certificates of occupancy, Drug Enforcement Administration registrations and certifications, authorizations and/or certifications for participation in the Medicare program or any state Medicaid program and including, without limitation, the Licenses listed on Schedule 1.01(j) to this Agreement; (k) all of the provider, facility and billing numbers used in connection with the operation of the Business to the extent that the same are assignable or transferable, including, without limitation, those numbers listed on Schedule 1.01(k) to this Agreement; (l) all names, trade names, trademarks and service marks (or variations thereof) associated with the Hospital, including the name “Garland Physicians’ Hospital” and those other names, marks and logos used by the Hospital and, to the extent assignable by Seller, all warranties (express or implied) and rights and claims assertable by (but not against) Seller related to such assets; (m) all rights of Seller to those telephone, pager and facsimile numbers utilized by Seller in connection with the operation of the Hospital, including, without limitation, those numbers listed on Schedule 1.01(m) to this Agreement; (n) all goodwill associated with the Hospital and the Acquired Assets; and (ho) warranties all other property, other than the Retained Assets, of every kind, character or description owned by Seller or its Affiliates and guarantees claims (if any) under used or with respect held for use in the business of the Hospital, wherever located and whether or not similar to the Contracts or items specifically set forth above. For purposes of this Agreement the Personal Property, or term “Affiliate” shall mean with respect to any construction party to this Agreement any entity or person that directly or indirectly controls, is controlled by, or under common control with such party. As used in this definition of or repairs to the Premises or any part thereof; provided, however, that in no event shall the Conveyed Assets include (i) any of Seller's cash in any Seller bank account; (ii) cash or securities in any of Seller's escrow or impound accounts for or relating to the Real Property, including, but not limited to“Affiliate”, the reserve for replacements for the Premises and the escrows term “control” means possession, directly or impounds for ad valorem real estate taxesindirectly, insurance, residual receipts and interior and/or exterior painting; (iii) xxxxx cash of the Premises; (iv) accounts receivable; power to direct or cause the direction of the management and (v) partnership recordspolicies of an entity whether through ownership of voting securities, by contract or otherwise.

Assets to be Purchased. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, conveyassign, transfer, assign deliver and deliver convey to PurchaserBuyer, and Purchaser Buyer shall purchase, acquirefree and clear of any Encumbrances other than Permitted Encumbrances, take and accept from Seller, each all of the following assets (collectively, the "Conveyed Purchased Assets"):): ---------------- (a) the Real Propertythirteen (13) land drilling rigs and all such drilling rigs' respective drilling machinery and equipment (including, without limitation, floor tools and blow-out preventers), engines, machinery, rigging, apparel, furniture, computers and computer equipment on such rigs, fittings and equipment, pumps and pumping equipment, spare components and parts, drill pipe, case barrels, drill collars, heavy-weight drill pipe, racking, supporting inventory and stores and all appurtenances thereto appertaining or belonging thereto, as specifically identified on Schedule 2.01(a) (collectively, the "Rigs" and each a "Rig") (any discrepancy in the tubular equipment listed on ---- --- Schedule 2.01(a) and that actually delivered to Buyer shall be accounted for as provided in Schedule 2.01(a)); (b) all furniture, furnishings, fixtures, the other equipment and other personal propertyassets specifically identified on Schedule 2.01(b), tangible or intangible, and all interests in personal property, owned by Seller, situated on or in or attached to or located at the Real Property and used in connection with Seller's operation or maintenance of the Real Property (collectively, the "Personal Property"; the Real Property and the Personal Property are sometimes, collectively, referred to herein as the "PremisesOther Equipment");; --------------- (c) all Seller's interest in all residency agreements, leases, tenancies the stocks and occupancy arrangements relating to the Premises inventory owned by Seller or any of its Affiliates specifically identified on Schedule 2.01(c) (collectively, the collectively "LeasesInventory"), all prepaid rents (collectivelyas such --------- Inventory may be reduced through consumption thereof, or increased through replacement thereof or addition thereto, in the "Prepaid Rents") ordinary course of the maintenance and all deposits, whether security, damage or otherwise (collectively, operation of the "Deposits"), paid by residents (collectively, Rigs through the "Residents") holding under the LeasesClosing Date; (d) the right to use real property fee ownership described on Schedule 2.01(d) (the name "Villa Americana Apartments" to Real Property"), together with all buildings, fixtures and other improvements -------------- upon the extent Seller has the right to use such name, Real Property and all of Seller's interestrights, if anyeasements, in all rights-of-way and other names, logos, designs, slogans and trademarks interests incidental thereto that are used or held for use by Seller in connection with the Premises and its operationsownership, except Seller's name, maintenance or operation of the name of any affiliate of Seller or any derivations of any one, or more or all of them Purchased Assets (collectively, the "Trade NameReal Estate Assets");; ------------------ (e) all books the following tangible and recordsintangible assets used or held for use in connection with the ownership, rent rolls, Resident lists, applications maintenance and credit files pertaining to Seller's operation or maintenance of the Premises Purchased Assets, to the extent assignable by law and Seller or its Affiliates have the right to assign and transfer such assets: (collectivelyi) all records to be delivered to Buyer pursuant to Section 2.06; (ii) to the extent not subject to the specific provisions of Section 9.14, all insurance proceeds or rights to insurance proceeds relating to any damage, destruction or other loss to the Purchased Assets; and (iii) the certificates, licenses, permits, consents, operating authorities, orders, exemptions, franchises, approvals, registrations and other authorizations and applications therefore specifically associated with the ownership, maintenance and operation of the Purchased Assets ("Operating RecordsPermits");; --------- (f) the benefit and burden subsequent to the Closing Date of: (i) all drilling contracts and any amendments thereto for the employment of Seller's interest in that certain Housing Assistance Payments Contract between the U.S. Department of Housing and Urban Development ("HUD") and Seller relating to an aggregate of 258 units at Rigs existing on the Real Property Closing Date (the "HAP ContractDrilling -------- Contracts"), subject including without limitation the Drilling Contracts identified --------- on Schedule 2.01(f)(i) hereto existing on the Closing Date; and (ii) all other contracts to which Seller or any of its Affiliates is a party relating to the provisions of Section 4.(d) hereof; a copy ownership, maintenance and operation of the HAP Contract, marked Exhibit Rigs or the Real Estate Assets existing on the Closing Date to the extent described on Schedule 2.01(f)(ii) (the "B" is attached hereto;Other Contracts"); and --------------- (g) all of Seller's interest in any warranties and all service contractsguarantees, maintenance agreements and other similar contracts affecting if any, express or implied, existing for the operation or maintenance benefit of the Premises (collectively, Seller in connection with the "Contracts")Purchased Assets to the extent assignable; and (h) warranties and guarantees claims (if any) under or with respect to the Contracts or the Personal Property, or with respect to any construction of or repairs to the Premises or any part thereof; provided, however, that in no event shall the Conveyed Assets include (i) any of Seller's cash in any Seller bank account; (ii) cash or securities in any of Seller's escrow or impound accounts for or relating to the Real Property, including, but not limited to, the reserve for replacements for the Premises and the escrows or impounds for ad valorem real estate taxes, insurance, residual receipts and interior and/or exterior painting; (iii) xxxxx cash of the Premises; (iv) accounts receivable; and (v) partnership records.