Description Exhibit. Management Agreement A General Assignment, Conveyance and Bxxx of Sale B Assignment and Assumption Agreement C Limited Power of Attorney D SCHEDULES Description Schedules Real Property 1.1(a) Tangible Personal Property 1.1(b) Contracts 1.1(e) Excluded Assets 1.2 Excluded Liabilities 1.4 Approvals and Consents 3.2(b) No Conflicts 3.2(c) Financial Statements 3.4 Certain Post-Balance Sheet Results 3.5 Licenses 3.6 Medicare Participation/Accreditation 3.8 Regulatory Compliance 3.9 Permitted Encumbrances 3.11 Notice of Violation of Real Estate Law 3.11(a) Easements and Other Limitations 3.11(c) Accessibility Laws 3.11(d) Tenant Leases 3.11(e) Rent Roll 3.11(f) Eminent Domain 3.11(g) Flood Hazards 3.11(h) Encroachments 3.11(i) Employee Benefit Plans 3.13 Litigation or Proceedings 3.14 Environmental Laws 3.15 Hxxx-Xxxxxx and Other Liens 3.16 Taxes 3.17 Employee Relations 3.18 Employment Practices 3.18(b) Contractual Restrictions 3.18(c) Agreements and Commitments 3.19 Consent to Assignment 3.20(d) Penalties, Premiums and Variations 3.20(e) Insurance 3.22 Medical Staff Matters 3.23 Material Defects 3.25 Compliance Program 3.26 Accounts Payable 3.29 Brokers 3.31 Litigation or Proceedings (Buyer) 4.4 -vi- GLOSSARY OF DEFINED TERMS Description Section Accessibility Laws 3.11(d) Accounts Payable 1.4(a) Accounts Receivable 1.1(k) Acute Care Hospital Recitals Affiliate 12.18 Agreement Introduction Assessments 3.11(a) Assignment and Assumption Agreement 2.1(c) Assumed Liabilities 1.3 Business Day 1.7(b) Buyer Introduction Buyer Receivables 10.15(a) Buyer Indemnified Parties 11.2 Buyer’s Representative Recitals CERCLA 3.15 Certificate of Need 3.7 Closing 2.1 Closing Date 2.1 Closing Documents 3.30 Compliance Program 3.26 Code 3.17 Contracts 1.1(e) Cutoff Date 1.1(c) DCH 3.7 Deductible 11.6(a) Due Diligence Period 1.7(b) EHR Funds 1.2(a) Exxxxxx Money Deposit 1.7(a) Employee Benefits Plans 3.13 Environmental Laws 3.15 Equipment 1.1(b) ERISA 3.13 Escrow Agent 1.7(a) Excluded Assets 1.2 Excluded Liabilities 1.4 Financial Statements 3.4 Financial Statement Date 3.4(b) Government Entity 3.9 HIPAA 3.9 HITECH Act 3.9 Hired Employees 10.8(a) Hospital Facilities Recitals Hospital Forms 10.10 ICTF 1.2(f) Indemnified Party 11.3 Indemnifying Party 11.3 Insolvency Event(s) 7.5 Interim Statements 5.5 Inventory 1.1(c) Knowledge of Buyer or Buyer’s Knowledge 4 Knowledge of Seller or Seller’s Knowledge 3 Lien 2.2(b) Loss 11.1 Losses 11.1 Management Agreement 1.8 Management Period 1.8 Mate...
Description Exhibit. Limited Power of Attorney A Information Technology Transition Services Agreement B Hospital Transition Services Agreement C Clinic Billing and Collection Agreement D License Agreement for Policy and Procedure Manuals E Medicare Transition Agreement F
Description Exhibit. Canadian ProTurf License Agreement Exhibit A Canadian Supply Agreement Exhibit B Canadian Poly-S(R) License Agreement Exhibit C Canadian Petexx(X) and Starter(R) License Agreement Exhibit D Canadian Patent License Agreement Exhibit E Assignment and Assumption Agreement Exhibit F -------------------------------------------------------------------------------- * Not filed with this Canadian Asset Purchase Agreement
Description Exhibit. U.S. ProTurf License Agreement Exhibit A U.S. Supply Agreement Exhibit B U.S. Poly-S(R) License Agreement Exhibit C U.S. Petexx(X) and Starter(R) License Agreement Exhibit D U.S. Patent License Agreement Exhibit E Assignment and Assumption Agreement Exhibit F -------------------------------------------------------------------------------- * Not filed with this U.S. Asset Purchase Agreement
Description Exhibit. Assumption Agreement A Purchase Price Allocation B Sales and Other Taxes C Seller's Authority Certificate D Seller's Compliance Certificate E Bxxx of Sale and Assignment Agreement F Buyer's Authority Certificate G Buyer's Compliance Certificate H License Agreement I Seller's Noncompetition Agreement J Letter Agreement K SCHEDULES
Description Exhibit. Form of Voting Agreement Exhibit A Form of Articles of Share Exchange Exhibit B Form of Plan of Share Exchange Exhibit C Forms of Noncompetition Agreement Exhibit D-1 & D-2 Form of Shareholder Voting Agreement Exhibit E Officers to Execute Releases Exhibit F
Description Exhibit. Seller Entities A Buyer Entities B Hospitals C Acquired Companies D Limited Power of Attorney E Information Services Agreement F Transition Services Agreement G License Agreement for Policy and Procedure Manuals H Billing and Collection Agreement I SCHEDULES
