Common use of Transfer of Seller Assets Clause in Contracts

Transfer of Seller Assets. Subject to Section 12.3(b), at the Closing, but effective as of the Effective Time, Sellers shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of any Liens other than Permitted Encumbrances, and Purchaser shall acquire, all right, title and interest in and to all assets and properties of Sellers, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, whether owned collectively by one or more Sellers or individually by any Seller (collectively, the “Assets”), including the following: (a) all of the real property owned by any Seller, including the real property described in Schedule 1.2(a), together with all buildings, improvements and fixtures located thereon and all construction in progress thereon (collectively, the “Real Property”); (b) all equipment, furniture, fixtures, machinery, vehicles, office furnishings, leasehold improvements, and other tangible personal property owned by any Seller, including the items listed in Schedule 1.2(b) (the “Personal Property”); (c) all rights of any Seller, to the extent assignable or transferable, to all licenses, permits, approvals, certificates of need, certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to any Seller (the “Licenses”); (d) subject to Section 9.3, the entire interest of each Seller in all leases listed in Schedule 1.2(d) pursuant to which any Seller, as lessee, leases any personal property, and all leases of personal property executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (collectively, the “Leases”); (e) subject to Section 9.3, the entire interest of each Seller in and to all contracts and agreements listed in Schedule 1.2(e) and all contracts and agreements executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (the “Contracts”); provided, however, the term “Contracts” as used in this Agreement shall exclude all other contracts and agreements of any Seller (the “Excluded Contracts”), including contracts listed in Schedule 1.3(b); (f) all accounts, notes, interest and other receivables of any Seller, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables arising from the rendering of services or the provision of medicine, drugs or supplies to patients at any Facility, billed and unbilled, recorded and unrecorded, for services provided by or on behalf of any Seller (the “Accounts Receivable”); provided, however, that the Accounts Receivable shall not include (i) any accounts or receivables arising from the rendering of services or provision of medicine, drugs or supplies to patients at any Facility, billed or unbilled, recorded or unrecorded, for services provided by any Seller prior to the Effective Time and relating to any Federal health care program as such term is defined in 42 U.S.C. § 1320a-7b(f) (the “Government Programs”) or any other third-party payor, which by law are not assignable, (ii) any rights of any Seller to settlements and retroactive adjustments, if any, for cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against any Government Programs or other third-party payor programs that settle on a cost-report basis, and (iii) any right to receive disproportionate share payments or enhanced payments from any Government Program (subsections (i), (ii) and (iii) above, collectively the “Government Receivables”); (g) all advance payments, prepayments, prepaid expenses, deposits and the like of any Seller which exist as of the Closing Date (the “Prepaids”); (h) all inventories of supplies, drugs, food, janitorial and office supplies, and other disposables and consumables of any Seller (the “Inventory”); (i) all documents, records, policy and procedure manuals, compliance programs, staff bylaws, operating manuals, files and computer software owned or used by any Seller, including all patient records, medical records, employee records, financial records, equipment records, construction plans and specifications, and medical and administrative libraries; (j) to the extent assignable, all rights in all warranties of any builder, manufacturer or other Person in favor of any Seller; (k) all goodwill and other intangible assets used or useful in connection with the business of any Seller or Facility; (l) subject to the provisions of Section 1.13, all insurance proceeds arising in connection with property damage to or destruction of any assets of any Seller occurring after the Execution Date and prior to the Effective Time, to the extent not expended on the repair, restoration or replacement of such assets that are transferred to Purchaser at the Closing hereunder; (m) all of Sellers’ rights in (i) all names, symbols, telephone numbers (and related listings and advertisements), facsimile numbers, domain names, trademarks, trade names, service marks and copyrights used with respect to the operation of any Facility, (ii) the items listed in Schedule 1.2(m), (iii) all variants of any items referred to in the preceding clauses (i) or (ii), (iv) the internet websites xxx.xxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxx.xxx maintained by any Seller and all content and information included thereon, and (v) all rights to the use of, and all common law trademark and other rights and all goodwill associated with, any item referred to in the preceding clauses (i), (ii), (iii) or (iv); (n) to the extent transferable, all rights of any Seller with respect to any Medicare, Medicaid and other third-party provider or supplier numbers; and (o) all other assets of any Seller; provided, however, that the Assets shall not include the Excluded Assets.

Transfer of Seller Assets. Subject to Section 12.3(b)On the Closing Date, at the Closing, but effective as of the Effective Time, Sellers Seller shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of any Liens other than Permitted Encumbrances, and Purchaser shall acquire, all of each Seller’s right, title and interest in and to all only the following assets and properties properties, as such assets shall exist on the Closing Date with respect to the operation of Sellersany Hospital, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, whether owned collectively by one or more Sellers or individually by any Seller such transfer being deemed to be effective at the Effective Time (collectively, the “Assets”)) (the underlying assets of TRH shall be transferred indirectly to Purchaser by virtue of the transfer of the Shares to Purchaser, including other than any assets of TRH which are described in Section 1.10 which shall be among the following:Excluded Assets): (a) all of the real property that is owned by such Seller and used with respect to the operation of any SellerHospital, including including, without limitation, the real property described in Schedule 1.2(a1.9(a) (such description to include a legal description and address), together with all buildings, improvements structures, residences, fixtures, landscaping, utility lines, roads, driveways, fences, parking areas, contiguous and fixtures located thereon adjacent entry rights, construction in progress, and all construction in progress thereon other improvements located thereupon; and all rights, privileges, and easements appurtenant to the foregoing (collectively, the “Owned Real Property”); (b) all of the real property that is leased by such Seller and used with respect to the operation of any Hospital, consisting of the leased real property described in Schedule 1.9(b) (the “Leased Real Property”) (the Owned Real Property and the Leased Real Property are collectively referred to in this Agreement as the “Real Property”); (c) all of the tangible personal property owned by such Seller with respect to the operation of any Hospital, including all medical and other equipment, furniture, fixtures, machinery, vehicles, office furnishings, computers, other data processing equipment, related software and leasehold improvements, and other tangible personal property owned by any Seller, including the items listed in Schedule 1.2(b) improvements (the “Personal Property”), including, without limitation, the Personal Property described in Schedule 1.9(c); (cd) all rights of any such Seller’s rights, to the extent assignable or transferable, to all licenses, provider numbers, permits, approvals, applications, certificates of need, certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to such Seller with respect to the operation, development or expansion of any Seller Hospital (the “Licenses”); (d) subject to Section 9.3, including, without limitation, the entire interest of each Seller in all leases listed Licenses described in Schedule 1.2(d) pursuant to which any Seller, as lessee, leases any personal property, and all leases of personal property executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (collectively, the “Leases”1.9(d); (e) subject all of such Seller’s interest, to Section 9.3the extent assignable or transferable, in and to all real property and personal property leases with respect to the entire interest operation of each Seller any Hospital (the “Leases”), including, without limitation, those Leases described in Schedule 1.9(e); (f) all of such Seller’s interest, to the extent assignable or transferable, in and to all contracts and agreements listed in Schedule 1.2(e(including, but not limited to, purchase orders) and all contracts and agreements executed by with respect to the operation of any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept Hospital, (collectively, the “Contracts”), including without limitation, those Contracts described in Schedule 1.9(f); provided, however, the term “Contracts” Contracts as used in this Agreement shall exclude all exclude, (i) subject to Section 9.3, multi-hospital contracts as to which one of the Hospitals and one or more of Seller’s or Seller’s affiliates’ other contracts and agreements of any Seller acute care hospitals (which are not among the Hospitals) participate (the “Excluded Multi-Hospital Contracts”), including contracts listed in Schedule 1.3(b); (f) all accounts, notes, interest and other receivables of any Seller, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables arising from the rendering of services or the provision of medicine, drugs or supplies to patients at any Facility, billed and unbilled, recorded and unrecorded, for services provided by or on behalf of any Seller (the “Accounts Receivable”); provided, however, that the Accounts Receivable shall not include (i) any accounts or receivables arising from the rendering of services or provision of medicine, drugs or supplies to patients at any Facility, billed or unbilled, recorded or unrecorded, for services provided by any Seller prior to the Effective Time and relating to any Federal health care program as such term is defined in 42 U.S.C. § 1320a-7b(f) (the “Government Programs”) or any other third-party payor, which by law are not assignable, (ii) any rights of any Seller to settlements and retroactive adjustmentsPlans, if any, for cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against any Government Programs or other third-party payor programs that settle on a cost-report basis, and (iii) any right to receive disproportionate share payments or enhanced payments from any Government Program (subsections (i), (ii) and (iii) above, collectively extent included within the “Government Receivables”)definition of Contracts; (g) all of those advance payments, prepayments, prepaid expenses, deposits and the like of any each Seller which exist as of the Closing Date Date, subject to the prorations provided in Section 1.8 of this Agreement, which were made with respect to the operation of any Hospital (the “Prepaids”), the current categories and amounts of which are set forth on Schedule 1.9(g); (h) except as excluded by Section 1.10(j), all inventories of each Seller of supplies, drugs, food, janitorial and office supplies, supplies and other disposables and consumables located at any of the Hospitals, or used with respect to the operation of any Seller of the Hospitals (the “Inventory”); (i) except as excluded by Sections 1.10(d), 1.10(e), 1.10(h), and 1.10(p), all documents, records, policy and procedure manuals, compliance programs, staff bylaws, operating manuals, files and computer software owned or used by of each Seller with respect to the operation of any Sellerof the Hospitals, including including, without limitation, all patient records, medical records, employee records, financial recordsrecords with respect to the operation of any of the Hospitals, equipment records, construction plans and specifications, and medical and administrative libraries; (j) to the extent assignable, all rights of each Seller in all warranties of any builder, manufacturer or other Person vendor in favor of any Sellerconnection with the Personal Property; (k) all goodwill and other intangible assets used or useful in connection with of the business of any Seller or Facilitybusinesses evidenced by the Assets; (l) subject to the provisions of Section 1.13, all insurance proceeds payable to any Seller arising in connection with property damage to or destruction of any assets of any Seller the Assets occurring after the Execution Effective Date and prior to the Effective Time, to the extent not expended on the repair, repair or restoration or replacement of such assets that are transferred to Purchaser at the Closing hereunderAssets; (m) all of Sellers’ rights in (i) all the names, symbols, telephone numbers (and related listings and advertisements), facsimile numbers, domain names, trademarks, trade names, service marks and copyrights world-wide web addresses used by any Seller with respect to the operation of any Facilityof the Hospitals, (iiincluding, without limitation, the names of the Hospitals set forth on Schedule 1.9(m) the items listed in Schedule 1.2(m), (iii) and all variants of any items referred to in the preceding clauses (i) or (ii), (iv) the internet websites xxx.xxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxx.xxx maintained by any Seller and all content and information included thereon, and (v) all rights to the use of, and all common law trademark and other rights and all goodwill associated with, any item referred to in the preceding clauses (i), (ii), (iii) or (iv)thereof; (n) to the extent transferable, all rights any current assets of any Seller with respect to the operation of any Medicareof the Hospitals (which are not otherwise specifically described above in this Section 1.9) which are included in Net Working Capital, Medicaid as determined pursuant to Sections 1.2 and other third-party provider or supplier numbers1.4; and (o) all other assets of any Sellerthe Shares; provided, however, that the Assets shall not include the Excluded AssetsAssets as defined in Section 1.10 below.

Transfer of Seller Assets. Subject to Section 12.3(b)On the Closing Date, at the Closing, but effective as of the Effective Time, Sellers Seller shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of any Liens other than Encumbrances except for the Permitted EncumbrancesExceptions, and Purchaser shall acquire, all of each Seller's right, title and interest in and to all only the following assets and properties properties, as such assets shall exist on the Closing Date with respect to the operation of Sellersany Hospital, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, whether owned collectively by one or more Sellers or individually by any Seller such transfer being deemed to be effective at the Effective Time (collectively, the “"Assets”), including the following:"): (a) all of the real property that is owned by such Seller or its affiliates and used with respect to the operation of any SellerHospital, including including, without limitation, the real property that is described in Schedule 1.2(a1.9(a) (such description to include a legal description and address), together with all buildings, improvements and, structures, residences, fixtures located thereupon, and fixtures all landscaping, utility lines, roads, driveways, fences, parking areas, contiguous and adjacent entry rights, construction in progress, and all other improvements located thereon and all construction in progress thereon rights, privileges and easements appurtenant to the foregoing (collectively, the “"Owned Real Property”"); (b) all equipmentof the real property that is leased by such Seller or its affiliates and used with respect to the operation of any Hospital including, furniturewithout limitation, fixtures, machinery, vehicles, office furnishings, leasehold improvements, and other tangible personal the leased real property owned by any Seller, including the items listed described in Schedule 1.2(b1.9(b) (the “Personal "Leased Real Property”") (the Owned Real Property and the Leased Real Property are collectively referred to in this Agreement as the "Real Property"); (c) all rights of the Tangible Personal Property owned by such Seller with respect to the operation of any Hospital (the "Personal Property"), including, without limitation, the Personal Property described in Schedule 1.9(c); (d) all of such Seller's rights, to the extent assignable or transferable, to all licenses, permits, approvals, certificates of need, authorizations, provider agreements (other than Medicare provider agreements), provider numbers (other than Medicare provider numbers), Medicare provider agreements and Medicare provider numbers set forth on Schedule 1.6.15, applications, certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to any such Seller (the “Licenses”); (d) subject to Section 9.3, the entire interest of each Seller in all leases listed in Schedule 1.2(d) pursuant to which any Seller, as lessee, leases any personal property, and all leases of personal property executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (collectively, the “Leases”); (e) subject to Section 9.3, the entire interest of each Seller in and to all contracts and agreements listed in Schedule 1.2(e) and all contracts and agreements executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (the “Contracts”); provided, however, the term “Contracts” as used in this Agreement shall exclude all other contracts and agreements of any Seller (the “Excluded Contracts”), including contracts listed in Schedule 1.3(b); (f) all accounts, notes, interest and other receivables of any Seller, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables arising from the rendering of services or the provision of medicine, drugs or supplies to patients at any Facility, billed and unbilled, recorded and unrecorded, for services provided by or on behalf of any Seller (the “Accounts Receivable”); provided, however, that the Accounts Receivable shall not include (i) any accounts or receivables arising from the rendering of services or provision of medicine, drugs or supplies to patients at any Facility, billed or unbilled, recorded or unrecorded, for services provided by any Seller prior to the Effective Time and relating to any Federal health care program as such term is defined in 42 U.S.C. § 1320a-7b(f) (the “Government Programs”) or any other third-party payor, which by law are not assignable, (ii) any rights of any Seller to settlements and retroactive adjustments, if any, for cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against any Government Programs or other third-party payor programs that settle on a cost-report basis, and (iii) any right to receive disproportionate share payments or enhanced payments from any Government Program (subsections (i), (ii) and (iii) above, collectively the “Government Receivables”); (g) all advance payments, prepayments, prepaid expenses, deposits and the like of any Seller which exist as of the Closing Date (the “Prepaids”); (h) all inventories of supplies, drugs, food, janitorial and office supplies, and other disposables and consumables of any Seller (the “Inventory”); (i) all documents, records, policy and procedure manuals, compliance programs, staff bylaws, operating manuals, files and computer software owned or used by any Seller, including all patient records, medical records, employee records, financial records, equipment records, construction plans and specifications, and medical and administrative libraries; (j) to the extent assignable, all rights in all warranties of any builder, manufacturer or other Person in favor of any Seller; (k) all goodwill and other intangible assets used or useful in connection with the business of any Seller or Facility; (l) subject to the provisions of Section 1.13, all insurance proceeds arising in connection with property damage to or destruction of any assets of any Seller occurring after the Execution Date and prior to the Effective Time, to the extent not expended on the repair, restoration or replacement of such assets that are transferred to Purchaser at the Closing hereunder; (m) all of Sellers’ rights in (i) all names, symbols, telephone numbers (and related listings and advertisements), facsimile numbers, domain names, trademarks, trade names, service marks and copyrights used with respect to the operation operation, development or expansion of any FacilityHospital (the "Licenses"), (ii) including, without limitation, the items listed Licenses described in Schedule 1.2(m), (iii) all variants of any items referred to in the preceding clauses (i) or (ii), (iv) the internet websites xxx.xxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxx.xxx maintained by any Seller and all content and information included thereon, and (v) all rights to the use of, and all common law trademark and other rights and all goodwill associated with, any item referred to in the preceding clauses (i), (ii), (iii) or (iv); (n) to the extent transferable, all rights of any Seller with respect to any Medicare, Medicaid and other third-party provider or supplier numbers; and (o) all other assets of any Seller; provided, however, that the Assets shall not include the Excluded Assets.1.9

Transfer of Seller Assets. Subject to Section 12.3(b), at the Closing, but effective as of the Effective Time, Sellers shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of any Liens other than Permitted Encumbrances, and Purchaser shall acquire, all right, title and interest in and to all assets and properties of Sellers, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, whether owned collectively by one or more Sellers or individually by any Seller (collectively, the “Assets”), including the following: (a) all of the real property owned by any Seller, including the real property described in Schedule 1.2(a), together with all buildings, improvements and fixtures located thereon and all construction in progress thereon (collectively, the “Real Property”); (b) all equipment, furniture, fixtures, machinery, vehicles, office furnishings, leasehold improvements, and other tangible personal property owned by any Seller, including the items listed in Schedule 1.2(b) (the “Personal Property”); (c) all rights of any Seller, to the extent assignable or transferable, to all licenses, permits, approvals, certificates of need, certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to any Seller (the “Licenses”); (d) subject to Section 9.3, the entire interest of each Seller in all leases listed in Schedule 1.2(d) pursuant to which any Seller, as lessee, leases any personal property, and all leases of personal property executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (collectively, the “Leases”); (e) subject to Section 9.3, the entire interest of each Seller in and to all contracts and agreements listed in Schedule 1.2(e) and all contracts and agreements executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (the “Contracts”); provided, however, the term “Contracts” as used in this Agreement shall exclude all other contracts and agreements of any Seller (the “Excluded Contracts”), including contracts listed in Schedule 1.3(b); (f) all accounts, notes, interest and other receivables of any Seller, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables arising from the rendering of services or the provision of medicine, drugs or supplies to patients at any Facility, billed and unbilled, recorded and unrecorded, for services provided by or on behalf of any Seller (the “Accounts Receivable”); provided, however, that the Accounts Receivable shall not include (i) any accounts or receivables arising from the rendering of services or provision of medicine, drugs or supplies to patients at any Facility, billed or unbilled, recorded or unrecorded, for services provided by any Seller prior to the Effective Time and relating to any Federal health care program as such term is defined in 42 U.S.C. § 1320a-7b(f) (the “Government Programs”) or any other third-party payor, which by law are not assignable, (ii) any rights of any Seller to settlements and retroactive adjustments, if any, for cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against any Government Programs or other third-party payor programs that settle on a cost-report basis, and (iii) any right to receive disproportionate share payments or enhanced payments from any Government Program (subsections (i), (ii) and (iii) above, collectively the “Government Receivables”); (g) all advance payments, prepayments, prepaid expenses, deposits and the like of any Seller which exist as of the Closing Date (the “Prepaids”); (h) all inventories of supplies, drugs, food, janitorial and office supplies, and other disposables and consumables of any Seller (the “Inventory”); (i) all documents, records, policy and procedure manuals, compliance programs, staff bylaws, operating manuals, files and computer software owned or used by any Seller, including all patient records, medical records, employee records, financial records, equipment records, construction plans and specifications, and medical and administrative libraries; (j) to the extent assignable, all rights in all warranties of any builder, manufacturer or other Person in favor of any Seller; (k) all goodwill and other intangible assets used or useful in connection with the business of any Seller or Facility; (l) subject to the provisions of Section 1.13, all insurance proceeds arising in connection with property damage to or destruction of any assets of any Seller occurring after the Execution Date and prior to the Effective Time, to the extent not expended on the repair, restoration or replacement of such assets that are transferred to Purchaser at the Closing hereunder; (m) all of Sellers’ rights in (i) all names, symbols, telephone numbers (and related listings and advertisements), facsimile numbers, domain names, trademarks, trade names, service marks and copyrights used with respect to the operation of any Facility, (ii) the items listed in Schedule 1.2(m), (iii) all variants of any items referred to in the preceding clauses (i) or (ii), (iv) the internet websites xxx.xxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxx.xxx website xxx.xxxxxxxxxxxxxxxxxxxxx.xxx maintained by any Seller and all content and information included thereon, and (v) all rights to the use of, and all common law trademark and other rights and all goodwill associated with, any item referred to in the preceding clauses (i), (ii), (iii) or (iv); (n) to the extent transferable, all rights of any Seller with respect to any Medicare, Medicaid and other third-party provider or supplier numbers; and (o) all other assets of any Seller; provided, however, that the Assets shall not include the Excluded Assets.

Transfer of Seller Assets. Subject to Section 12.3(b)On the Closing Date, at the Closing, but effective as of the Effective Time, Sellers Seller shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of any Liens other than Permitted Encumbrances, and Purchaser shall acquire, all of Seller's right, title and interest in and to all only the following assets and properties properties, free and clear of Sellersall Liens (other than Permitted Liens) as such assets shall exist on the Closing Date with respect to the operation of the Hospital, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, whether owned collectively by one or more Sellers or individually by any Seller such transfer being deemed to be effective at the Effective Time (collectively, the “"Assets”), including the following:"): (a) all of the real property that is owned by any SellerSeller and used with respect to the operation of the Hospital that is described in Schedule 1.9(a) (such description to include a legal description and address), including and appurtenances belonging thereto (collectively, the "Owned Real Property"); (b) all of the real property that is leased by Seller and used with respect to the operation of the Hospital that is described in Schedule 1.2(a), 1.9(b) together with all buildings, improvements and fixtures located thereon thereupon and all construction in progress thereon (collectively, the “"Leased Real Property”") (the Owned Real Property and the Leased Real Property are collectively referred to herein as the "Real Property"); (bc) all of the tangible personal property owned by Seller with respect to the operation of the Hospital, including all equipment, furniture, fixtures, machinery, vehicles, office furnishings, and leasehold improvementsimprovements (the "Personal Property"), and other tangible personal property owned by any Sellerincluding, including without limitation, the items listed Personal Property described in Schedule 1.2(b) (the “Personal Property”1.9(c); (cd) all rights of any Seller's rights, to the extent assignable or transferable, to all licenses, permits, approvals, certificates of need, certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to any Seller with respect to the operation of the Hospital (the “"Licenses”"); (d) subject to Section 9.3, including, without limitation, the entire interest of each Seller in all leases listed Licenses described in Schedule 1.2(d) pursuant to which any Seller, as lessee, leases any personal property, and all leases of personal property executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (collectively, the “Leases”1.9(d); (e) subject all of Seller's interest, to Section 9.3the extent assignable or transferable, in and to all real property and personal property leases with respect to the entire operation of the Hospital (the "Leases"), including, without limitation, those leases described in Schedule 1.9(e); (f) all of Seller's interest of each Seller in and to all contracts and agreements listed (including, but not limited to, purchase orders) with respect to the operation of the Hospital (the "Contracts") including, without limitation, those Contracts described in Schedule 1.2(e) and all contracts and agreements executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (the “Contracts”); provided, however, the term “Contracts” as used in this Agreement shall exclude all other contracts and agreements of any Seller (the “Excluded Contracts”), including contracts listed in Schedule 1.3(b); (f) all accounts, notes, interest and other receivables of any Seller, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables arising from the rendering of services or the provision of medicine, drugs or supplies to patients at any Facility, billed and unbilled, recorded and unrecorded, for services provided by or on behalf of any Seller (the “Accounts Receivable”); provided, however, that the Accounts Receivable shall not include (i) any accounts or receivables arising from the rendering of services or provision of medicine, drugs or supplies to patients at any Facility, billed or unbilled, recorded or unrecorded, for services provided by any Seller prior to the Effective Time and relating to any Federal health care program as such term is defined in 42 U.S.C. § 1320a-7b(f) (the “Government Programs”) or any other third-party payor, which by law are not assignable, (ii) any rights of any Seller to settlements and retroactive adjustments, if any, for cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against any Government Programs or other third-party payor programs that settle on a cost-report basis, and (iii) any right to receive disproportionate share payments or enhanced payments from any Government Program (subsections (i), (ii) and (iii) above, collectively the “Government Receivables”1.9(f); (g) all of those advance payments, prepayments, prepaid expenses, deposits and the like of any Seller which exist as of the Closing Date, subject to the prorations provided in Section 1.8 of this Agreement, which were made with respect to the operation of the Hospital and with respect to which Purchaser will receive the benefit after the Closing Date (the “"Prepaids”"), the current categories and amounts of which are set forth on Schedule 1.9(g); (h) except as excluded by Section 1.10(j), all inventories of supplies, drugs, food, janitorial and office supplies, supplies and other disposables and consumables located at the Hospital, or used with respect to the operation of any Seller the Hospital (the “"Inventory”"); (i) all documents, records, policy and procedure manuals, compliance programs, staff bylaws, operating manuals, files and computer software owned or used by any Sellerwith respect to the operation of the Hospital, including including, without limitation, all patient records, medical records, employee records, financial recordsrecords with respect to the operation of the Hospital, equipment records, construction plans and specifications, and medical and administrative libraries; (j) to the extent assignable, all rights in all warranties of any builder, manufacturer or other Person vendor in favor of any Sellerconnection with the Personal Property; (k) all goodwill and other intangible assets used or useful in connection with of the business of any Seller or Facilitybusinesses evidenced by the Assets; (l) subject to the provisions of Section 1.13, all insurance proceeds arising in connection with property damage to or destruction of any assets of any Seller the Assets occurring after the Execution Effective Date and on or prior to the Effective TimeClosing Date, to the extent not expended on the repair, repair or restoration or replacement of such assets that are transferred to Purchaser at the Closing hereunderAssets; (m) all of Sellers’ rights in (i) all the names, symbols, symbols and telephone numbers (and related listings and advertisements), facsimile numbers, domain names, trademarks, trade names, service marks and copyrights used with respect to the operation of any Facilitythe Hospital, (iiincluding, without limitation, the name of the Hospital set forth on Schedule 1.9(m) the items listed in Schedule 1.2(m), (iii) and all variants of any items referred to in the preceding clauses (i) or (ii), (iv) the internet websites xxx.xxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxx.xxx maintained by any Seller and all content and information included thereon, and (v) all rights to the use of, and all common law trademark and other rights and all goodwill associated with, any item referred to in the preceding clauses (i), (ii), (iii) or (iv)thereof; (n) to the extent transferable, all rights any current assets of any Seller with respect to any Medicarethe operation of the Hospital (which are not otherwise specifically described above in this Section 1.9) which are included in Net Working Capital, Medicaid as determined pursuant to Sections 1.2 and other third-party provider or supplier numbers; and1.4; (o) all claims of Seller against third parties with respect to the Assets (whether known or unknown, contingent or otherwise) arising after the Effective Date and on or prior to the Closing Date, other assets than those claims as to which Seller has a right to money damages based on a prior expenditure of any Sellermoney with respect to such Assets; providedand (p) all equity interests held by Seller that are described on Schedule 1.9(p); PROVIDED, howeverHOWEVER, that the Assets shall not include the Excluded AssetsAssets as defined in Section 1.10 below.

Transfer of Seller Assets. Subject to Section 12.3(b)On the Closing Date, at the Closing, but effective as of the Effective Time, Sellers Seller shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of any Liens other than Permitted Encumbrances, and Purchaser shall acquire, all of Seller’s right, title and interest in and to all assets and properties of SellersSeller, realas such assets shall exist on the Closing Date, personal or mixedthat are utilized in any respect in connection with the operation of the Hospital, tangible and intangible, of every kind and description, wherever located, whether owned collectively by one or more Sellers or individually by any Seller other than the Excluded Assets (collectively, the “Assets”), such transfer being deemed to be effective at the Effective Time, including the following: (a) all of the real property that is owned by any SellerSeller and used with respect to the operation of the Hospital, including the real property described in Schedule 1.2(a1.7(a), together with all buildings, improvements and fixtures located thereon thereupon and all construction in progress thereon and excluding the real property set forth on Schedule 1.8(o) (collectively, the “Owned Real Property”); (b) all of Seller’s interest, to the extent assignable or transferable, in and to all real property leases with respect to the real property that is leased by Seller and used with respect to the operation of the Hospital, including the leases described in Schedule 1.7(b) (the “Real Estate Leases;” the land described therein being referred to herein as the “Leased Real Property” and, together with the Owned Real Property, collectively, the “Real Property”); (bc) all of the tangible personal property owned by Seller with respect to the operation of the Hospital, including all equipment, furniture, fixtures, machinery, vehicles, office furnishings, and leasehold improvements, and other tangible personal property owned by any Seller, including the items listed in Schedule 1.2(b) improvements (the “Personal Property”); (cd) all rights of any Seller’s rights, to the extent assignable or transferable, to all licenses, permits, approvals, certificates of need, certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to any Seller with respect to the operation of the Hospital (the “Licenses”); (de) subject all of Seller’s interest, to Section 9.3the extent assignable or transferable, the entire interest of each Seller in and to all leases listed in Schedule 1.2(d) pursuant to which any Seller, as lessee, leases any personal property, and all leases of personal property executed by any Seller on or after leases with respect to the Execution Date which Purchaser hereafter agrees in writing to accept operation of the Hospital (the Personal Property Leases and, together with the Real Estate Leases, collectively, the “Leases”); (ef) subject all of Seller’s interest, to Section 9.3the extent assignable or transferable, the entire interest of each Seller in and to all contracts and agreements listed (including purchase orders) with respect to the operation of the Hospital including those Contracts described in Schedule 1.2(e1.7(f)(i) and all contracts and agreements executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (the “Contracts”); provided, however, the term “Contracts” Contracts as used in this Agreement shall exclude all other any contracts designated as an excluded contract and agreements of any Seller listed on Schedule 1.7(f)(ii) (the “Excluded Contracts”), including contracts listed in Schedule 1.3(b); (fg) all accounts, notes, interest and other receivables of any Seller, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables arising from the rendering of services or the provision of medicine, drugs or supplies to patients at any Facilitythe Hospital, billed and unbilled, recorded and unrecorded, for services provided by or on behalf Seller while owner of any Seller the Assets (the “Accounts Receivable”); provided, however, that the Accounts Receivable shall not include exclude (i) any accounts or receivables all Accounts Receivable arising from the rendering of services or and provision of medicine, drugs or and supplies to patients at any Facilitythe Hospital, billed or unbilled, recorded or unrecorded, for services provided by any Seller while the owner of the Assets prior to the Effective Time and relating to any Federal health care program Health Care Program as such term is defined in 42 72 U.S.C. § 1320a-7b(f) (the “Government Programs”) or any other third-party payor, payor which by law are is not assignable, (ii) any rights of any Seller to settlements settlement and retroactive adjustments, if any, for all cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against any Government Programs or other third-party payor programs that settle on a cost-report basis, and (iii) any right to receive disproportionate share payments or enhanced payments from any Government Program (subsections (i), (ii) and (iii) above, collectively the “Government Receivables”); (gh) to the extent included in the calculation of Net Working Capital, all advance payments, prepayments, prepaid expenses, deposits and the like of any Seller which exist as of the Closing Date (the “Prepaids”); (hi) all inventories of supplies, drugs, food, janitorial and office supplies, supplies and other disposables and consumables of any Seller located at the Hospital (the “Inventory”); (ij) to the extent assignable or permitted by applicable law, all documents, records, policy and procedure manuals, compliance programs, staff bylaws, operating manuals, files and computer software owned or used by any SellerSeller with respect to the operation of the Hospital, including including, without limitation, all patient records, medical records, employee records, financial recordsrecords with respect to the operation of the Hospital, equipment records, construction plans and specifications, and medical and administrative libraries; (jk) to the extent assignable, all rights in all warranties of any builder, manufacturer or other Person in favor of any Seller; (k) all goodwill and other intangible assets used or useful vendor in connection with the business of any Seller or FacilityPersonal Property; (l) all goodwill of the businesses conducted by the Hospital; (m) subject to the provisions of Section 1.138.3 hereof, all insurance proceeds arising in connection with property damage to or destruction of any assets of any Seller the Assets occurring after the Execution Date and prior to the Effective Time, to the extent not expended on the repair, repair or restoration or replacement of such assets that are transferred to Purchaser at the Closing hereunderAssets; (mn) all of Sellers’ rights in (i) all namesthe name, symbols, symbols and telephone numbers (and related listings and advertisements), facsimile numbers, domain names, trademarks, trade names, service marks and copyrights used with respect to the operation of any Facilitythe Hospital, (ii) including, without limitation, the items listed in Schedule 1.2(m), (iii) name of the Hospital and all variants of any items referred to in the preceding clauses (i) or (ii), (iv) the internet websites xxx.xxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxx.xxx maintained by any Seller and all content and information included thereon, and (v) all rights to the use of, and all common law trademark and other rights and all goodwill associated with, any item referred to in the preceding clauses (i), (ii), (iii) or (iv)thereof; (no) to the extent transferable, all of Seller’s rights of any Seller with respect to any its Medicare, Medicaid and other third-party provider or supplier numbers; and (op) all other any current assets of any SellerSeller with respect to the operation of the Hospital (which are not otherwise specifically described above in this Section 1.7); provided, however, that the Assets shall not include the Excluded AssetsAssets as defined in Section 1.8 below.

Transfer of Seller Assets. Subject to Section 12.3(b)On the Closing Date, at the Closing, but effective as of the Effective Time, Sellers Seller shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of any Liens other than Permitted Encumbrances, and Purchaser shall acquire, all of Seller's right, title and interest in and to all of the assets owned or used by Seller in connection with the operation of the Hospital, other than the Excluded Assets (hereafter defined), including, without limitation, the following assets and properties properties, free and clear of Sellersall Liens (other than Permitted Exceptions), real, personal or mixed, tangible and intangible, of every kind and description, wherever located, whether owned collectively by one or more Sellers or individually by any Seller such transfer being deemed to be effective at the Effective Time (collectively, the “"Assets”), including the following:"): (a) all of the real property that is owned by any Sellersuch Seller and used with respect to the operation of the Hospital, including including, without limitation, the real property that is described in Schedule 1.2(a1.9(a) (such description to include a legal description and address), together with all buildings, improvements and fixtures located thereon thereupon and all construction in progress thereon and appurtenances belonging thereto (collectively, the “"Owned Real Property”"); (b) all of the real property that is leased by such Seller and used with respect to the operation of the Hospital that is described in Schedule 1.9(b) together with Seller's rights to all buildings, improvements and fixtures located thereupon and all construction in progress and appurtenances belonging thereto (collectively, the "Leased Real Property") (the Owned Real Property and the Leased Real Property are collectively referred to in this Agreement as the "Real Property"); (c) all of the tangible personal property owned by such Seller with respect to the operation of the Hospital, including all equipment, furniture, fixtures, machinery, vehicles, office furnishings, and leasehold improvements, and other tangible personal property owned by any Seller, including the items listed in Schedule 1.2(b) improvements (the “"Personal Property”"); (cd) all rights of any such Seller's rights, to the extent assignable or transferable, to all licenses, provider numbers, permits, approvals, certificates of need, certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to any such Seller with respect to the operation of the Hospital (the “"Licenses”"); (d) subject to Section 9.3, including, without limitation, the entire interest of each Seller in all leases listed Licenses described in Schedule 1.2(d) pursuant to which any Seller, as lessee, leases any personal property, and all leases of personal property executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (collectively, the “Leases”1.9(d); (e) subject all of such Seller's interest, to Section 9.3the extent assignable or transferable, in and to all real property and personal property leases with respect to the entire interest operation of each Seller the Hospital (the "Leases"), including, without limitation, those leases described in Schedule 1.9(e); (f) all of such Seller's interest, to the extent assignable or transferable, in and to all contracts and agreements listed (including, but not limited to, purchase orders) with respect to the operation of the Hospital (the "Contracts"), including, without limitation, those Contracts described in Schedule 1.2(e) and all contracts and agreements executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (the “Contracts”1.9(f); provided, however, the term “Contracts” Contracts as used in this Agreement shall exclude all other contracts and agreements of any Seller (the “Excluded Contracts”)exclude, including contracts listed in Schedule 1.3(b); (f) all accountssubject to Section 9.3, notes, interest and other receivables of any Seller, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables arising from the rendering of services or the provision of medicine, drugs or supplies to patients at any Facility, billed and unbilled, recorded and unrecorded, for services provided by or on behalf of any Seller (the “Accounts Receivable”); provided, however, that the Accounts Receivable shall not include (i) multi-hospital contracts as to which the Hospital and one or more of Seller's or Seller's affiliates' other acute care hospitals participate (the "Multi-Facility Contracts") and (ii) all national or regional contracts of Seller or any accounts or receivables arising from the rendering of services or provision of medicine, drugs or supplies to patients at any Facility, billed or unbilled, recorded or unrecorded, for services provided by any Seller prior affiliate thereof which are made available to the Effective Time and relating to any Federal health care program as such term is defined in 42 U.S.C. § 1320a-7b(fHospital by virtue of the Hospital being an affiliate of THC or its affiliates (the "THC Contracts") (the “Government Programs”Multi-Facility Contracts and the THC Contracts collectively are referred to as the "Excluded Multi-Facility Contracts") or any other third-party payor, which by law are not assignable, (ii) any rights of any Seller to settlements and retroactive adjustmentsthose Contracts, if any, for cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against any Government Programs or other third-party payor programs that settle on a cost-report basis, and (iii) any right to receive disproportionate share payments or enhanced payments from any Government Program (subsections (i), (ii) and (iii) above, collectively the “Government Receivables”set forth in Section 1.10(o); (g) all of those advance payments, prepayments, prepaid expenses, deposits and the like of any Seller which exist as of the Closing Date Date, subject to the prorations provided in Section 1.8 of this Agreement, which were made with respect to the operation of the Hospital and the categories of which are set forth on Schedule 1.9(g) (the “"Prepaids”"); (h) except as excluded by Section 1.10(j), all inventories of supplies, drugs, food, janitorial and office supplies, supplies and other disposables and consumables located at the Hospital, or used with respect to the operation of any Seller the Hospital (the “"Inventory”"); (i) all documents, records, policy and procedure manuals, compliance programs, staff bylaws, operating manuals, files and computer software owned or used by any Sellerwith respect to the operation of the Hospital, including including, without limitation, all patient records, medical records, employee records, financial recordsrecords with respect to the operation of the Hospital, equipment records, construction plans and specifications, and medical and administrative libraries; (j) to the extent assignable, all rights in all warranties of any builder, manufacturer or other Person vendor in favor of any Sellerconnection with the Personal Property; (k) all goodwill and other intangible assets used or useful in connection with of the business of any Seller or Facilitybusinesses evidenced by the Assets; (l) subject to the provisions of Section 1.13, all insurance proceeds arising in connection with property damage to or destruction of any assets of any Seller the Assets occurring after the Execution Effective Date and prior to the Effective Time, to the extent not expended on the repair, repair or restoration or replacement of such assets that are transferred to Purchaser at the Closing hereunderAssets; (m) all of Sellers’ rights in (i) all the names, symbols, symbols and telephone numbers (and related listings and advertisements), facsimile numbers, domain names, trademarks, trade names, service marks and copyrights used with respect to the operation of any Facilitythe Hospital, (iiincluding, without limitation, the names of the Hospital set forth on Schedule 1.9(m) the items listed in Schedule 1.2(m), (iii) and all variants of any items referred to in the preceding clauses (i) or (ii), (iv) the internet websites xxx.xxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxx.xxx maintained by any Seller and all content and information included thereon, and (v) all rights to the use of, and all common law trademark and other rights and all goodwill associated with, any item referred to in the preceding clauses (i), (ii), (iii) or (iv)thereof; (n) to the extent transferable, all rights any current assets of any Seller with respect to any Medicarethe operation of the Hospital (which are not otherwise specifically described above in this Section 1.9) which are included in Net Working Capital, Medicaid as determined pursuant to Sections 1.2 and other third-party provider or supplier numbers; and1.4; (o) all equity interests held by Seller that are described on Schedule 1.9(o); and (p) all claims of Seller (whether known or unknown, contingent or otherwise) against third parties (other assets than affiliates of Seller) with respect to the service and/or maintenance of any Seller; providedtangible Assets arising after the Effective Date and prior to the Effective Time, however, that the Assets shall not include the Excluded other than those claims as to which Seller has a right to money damages based on a prior expenditure of money with respect to any such tangible Assets.

Transfer of Seller Assets. Subject to Section 12.3(b), at the Closing, but effective as of the Effective Time, Sellers shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of any Liens other than Permitted Encumbrances, and Purchaser shall acquire, all right, title and interest in and to all assets and properties of Sellers, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, whether owned collectively by one or more Sellers or individually by any Seller (collectively, the “Assets”), including the following: (a) all of the real property owned by any Seller, including the real property described in Schedule 1.2(a), together with all buildings, improvements and fixtures located thereon and all construction in progress thereon (collectively, the “Real Property”); (b) all equipment, furniture, fixtures, machinery, vehicles, office furnishings, leasehold improvements, and other tangible personal property owned by any Seller, including the items listed in Schedule 1.2(b) (the “Personal Property”); (c) all rights of any Seller, to the extent assignable or transferable, to all licenses, permits, approvals, certificates of need, certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to any Seller (the “Licenses”); (d) subject to Section 9.3, the entire interest of each Seller in all leases listed in Schedule 1.2(d) pursuant to which any Seller, as lessee, leases any personal property, and all leases of personal property executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (collectively, the “Leases”); (e) subject to Section 9.3, the entire interest of each Seller in and to all contracts and agreements listed in Schedule 1.2(e) and all contracts and agreements executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (the “Contracts”); provided, however, the term “Contracts” as used in this Agreement shall exclude all other contracts and agreements of any Seller (the “Excluded Contracts”), including contracts listed in Schedule 1.3(b); (f) all accounts, notes, interest and other receivables of any Seller, billed and unbilled, recorded and unrecorded, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables arising from the rendering of services or the provision of medicine, drugs or supplies to patients at any Facility, billed and unbilled, recorded and unrecorded, for services provided by including all accounts or on behalf of receivables arising or payable under any Seller Government Program (the “Accounts Receivable”); provided, however, that the Accounts Receivable shall not include (i) any accounts or receivables arising from the rendering of services or provision of medicine, drugs or supplies to patients at any Facility, billed or unbilled, recorded or unrecorded, for services provided by any Seller prior to the Effective Time and relating to any Federal health care program as such term is defined in 42 U.S.C. § 1320a-7b(f) (the “Government Programs”) or any other third-party payor, which by law are not assignable, (ii) any rights of any Seller to settlements and retroactive adjustments, if any, for cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against any Government Programs or other third-party payor programs that settle on a cost-report basis, and (iii) any right to receive disproportionate share payments or enhanced payments from any Government Program (subsections (i), (ii) and (iii) above, collectively the “Government Receivables”); (g) all advance payments, prepayments, prepaid expenses, deposits and the like of any Seller which exist as of the Closing Date (the “Prepaids”); (h) all inventories of supplies, drugs, food, janitorial and office supplies, and other disposables and consumables of any Seller (the “Inventory”); (i) all documents, records, policy and procedure manuals, compliance programs, staff bylaws, operating manuals, files and computer software owned or used by any Seller, including all patient records, medical records, employee records, financial records, equipment records, construction plans and specifications, and medical and administrative libraries; (j) to the extent assignable, all rights in all warranties of any builder, manufacturer or other Person in favor of any Seller; (k) all goodwill and other intangible assets used or useful in connection with the business of any Seller or Facility; (l) subject to the provisions of Section 1.13, all insurance proceeds arising in connection with property damage to or destruction of any assets of any Seller occurring after the Execution Date and prior to the Effective Time, to the extent not expended on the repair, restoration or replacement of such assets that are transferred to Purchaser at the Closing hereunder; (m) all of Sellers’ rights in (i) all names, symbols, telephone numbers (and related listings and advertisements), facsimile numbers, domain names, trademarks, trade names, service marks and copyrights used with respect to the operation of any Facility, (ii) the items listed in Schedule 1.2(m), (iii) all variants of any items referred to in the preceding clauses (i) or (ii), (iv) the internet websites xxx.xxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxx.xxx maintained by any Seller and all content and information included thereon, and (v) all rights to the use of, and all common law trademark and other rights and all goodwill associated with, any item referred to in the preceding clauses (i), (ii), (iii) or (iv); (n) to the extent transferable, all rights of any Seller with respect to any Medicare, Medicaid and other third-party provider or supplier numbers; and (o) all other assets of any Seller; provided, however, that notwithstanding anything to the contrary in this Agreement, (i) the Assets shall not include the Excluded AssetsAssets or, in the case of DIA and Focus DE, the DIA Excluded Assets and the Focus DE Excluded Assets (each as defined in the Agreement and Plan of Merger), respectively, and (ii) for purposes of this Section 1.2, despite that DIA and Focus DE are each listed as a Seller and their respective assets are listed as Assets herein, not any of the Assets of DIA or any of the Assets of Focus DE will be conveyed to Purchaser pursuant to this Agreement (other than any such Assets conveyed pursuant to the Bills of Sale executed at the Closing relating to Facilities other than the DE Facility) but shall be acquired by Purchaser pursuant to the terms of the Agreement and Plan of Merger.

Transfer of Seller Assets. Subject On the Closing Date, Seller shall cause each Subsidiary to Section 12.3(b), at the Closing, but effective as of the Effective Time, Sellers shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of any Liens other than Permitted Encumbrances, and Purchaser shall acquire, all of each Subsidiary's right, title and interest in and to all only the following assets and properties properties, free and clear of Sellersall Liens (other than Permitted Liens) as such assets shall exist on the Closing Date with respect to the operation of any Hospital, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, whether owned collectively by one or more Sellers or individually by any Seller such transfer being deemed to be effective at the Effective Time (collectively, the “"Assets”), including the following:"): (a) all of the real property that is owned by such Subsidiary and used with respect to the operation of any SellerHospital that is described in Schedule 1.9(a) (such description to include a legal description and address), including and appurtenances belonging thereto (collectively, the "Owned Real Property"); (b) all of the real property that is leased by such Subsidiary and used with respect to the operation of any Hospital that is described in Schedule 1.2(a), 1.9(b) together with all buildings, improvements and fixtures located thereon thereupon and all construction in progress thereon (collectively, the “"Leased Real Property”") (the Owned Real Property and the Leased Real Property are collectively referred to herein as the "Real Property"); (bc) all of the tangible personal property owned by such Subsidiary with respect to the operation of any Hospital, including all equipment, furniture, fixtures, machinery, vehicles, office furnishings, and leasehold improvementsimprovements (the "Personal Property"), and other tangible personal property owned by any Sellerincluding, including without limitation, the items listed Personal Property described in Schedule 1.2(b) (the “Personal Property”1.9(c); (cd) all rights of any Sellersuch Subsidiary's rights, to the extent assignable or transferable, to all licenses, permits, approvals, certificates of need, certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to such Subsidiary with respect to the operation of any Seller Hospital (the “"Licenses”"); (d) subject to Section 9.3, including, without limitation, the entire interest of each Seller in all leases listed Licenses described in Schedule 1.2(d) pursuant to which any Seller, as lessee, leases any personal property, and all leases of personal property executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (collectively, the “Leases”1.9(d); (e) subject all of such Subsidiary's interest, to Section 9.3the extent assignable or transferable, in and to all real property and personal property leases with respect to the entire operation of any Hospital (the "Leases"), including, without limitation, those leases described in Schedule 1.9(e); (f) all of such Subsidiary's interest of each Seller in and to all contracts and agreements listed in Schedule 1.2(e(including, but not limited to, purchase orders) and all contracts and agreements executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (the “Contracts”); provided, however, the term “Contracts” as used in this Agreement shall exclude all other contracts and agreements of any Seller (the “Excluded Contracts”), including contracts listed in Schedule 1.3(b); (f) all accounts, notes, interest and other receivables of any Seller, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables arising from the rendering of services or the provision of medicine, drugs or supplies to patients at any Facility, billed and unbilled, recorded and unrecorded, for services provided by or on behalf of any Seller (the “Accounts Receivable”); provided, however, that the Accounts Receivable shall not include (i) any accounts or receivables arising from the rendering of services or provision of medicine, drugs or supplies to patients at any Facility, billed or unbilled, recorded or unrecorded, for services provided by any Seller prior to the Effective Time and relating to any Federal health care program as such term is defined in 42 U.S.C. § 1320a-7b(f) (the “Government Programs”) or any other third-party payor, which by law are not assignable, (ii) any rights of any Seller to settlements and retroactive adjustments, if any, for cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against any Government Programs or other third-party payor programs that settle on a cost-report basis, and (iii) any right to receive disproportionate share payments or enhanced payments from any Government Program (subsections (i), (ii) and (iii) above, collectively the “Government Receivables”); (g) all advance payments, prepayments, prepaid expenses, deposits and the like of any Seller which exist as of the Closing Date (the “Prepaids”); (h) all inventories of supplies, drugs, food, janitorial and office supplies, and other disposables and consumables of any Seller (the “Inventory”); (i) all documents, records, policy and procedure manuals, compliance programs, staff bylaws, operating manuals, files and computer software owned or used by any Seller, including all patient records, medical records, employee records, financial records, equipment records, construction plans and specifications, and medical and administrative libraries; (j) to the extent assignable, all rights in all warranties of any builder, manufacturer or other Person in favor of any Seller; (k) all goodwill and other intangible assets used or useful in connection with the business of any Seller or Facility; (l) subject to the provisions of Section 1.13, all insurance proceeds arising in connection with property damage to or destruction of any assets of any Seller occurring after the Execution Date and prior to the Effective Time, to the extent not expended on the repair, restoration or replacement of such assets that are transferred to Purchaser at the Closing hereunder; (m) all of Sellers’ rights in (i) all names, symbols, telephone numbers (and related listings and advertisements), facsimile numbers, domain names, trademarks, trade names, service marks and copyrights used with respect to the operation of any FacilityHospital (the "Contracts") including, (ii) the items listed without limitation, those Contracts described in Schedule 1.2(m), (iii) all variants of any items referred to in the preceding clauses (i) or (ii), (iv) the internet websites xxx.xxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxx.xxx maintained by any Seller and all content and information included thereon, and (v) all rights to the use of, and all common law trademark and other rights and all goodwill associated with, any item referred to in the preceding clauses (i), (ii), (iii) or (iv1.9(f); (n) to the extent transferable, all rights of any Seller with respect to any Medicare, Medicaid and other third-party provider or supplier numbers; and (o) all other assets of any Seller; provided, however, that the Assets shall not include the Excluded Assets.

Transfer of Seller Assets. Subject to Section 12.3(b)On the Closing Date, at the Closing, but effective as of the Effective Time, Sellers Seller shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of any Liens other than Permitted Encumbrances, and Purchaser shall acquire, all right, title and interest in and to all assets and properties of SellersSeller, realas such assets and properties shall exist on the Closing Date, personal or mixedthat are utilized in any respect in connection with the operation of the Hospital, tangible and intangible, of every kind and description, wherever located, whether owned collectively by one or more Sellers or individually by any Seller other than the Excluded Assets (collectively, the “Assets”), such transfer being deemed to be effective at the Effective Time, including the following: (a) all of the real property that is owned by any Seller, including Seller and used with respect to the real property operation of the Hospital which is described in Schedule 1.2(a) (such description to include a legal description and address), together with all buildings, improvements and fixtures located thereon thereupon and all construction in progress thereon (collectively, the “Owned Real Property”); (b) all of the real property that is leased by Seller and used with respect to the operation of the Hospital, which is described in Schedule 1.2(b) (the land described therein being referred to herein as the “Leased Real Property”); (c) all of the tangible personal property owned by Seller with respect to the operation of the Hospital, including all equipment, furniture, fixtures, machinery, vehicles, office furnishings, and leasehold improvements, and other tangible personal property owned by any Seller, including the items listed in Schedule 1.2(b1.2(c) (the “Personal Property”); (cd) all rights of any Seller’s rights, to the extent assignable or transferable, to all licenses, permits, approvals, certificates of need, certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to any Seller with respect to the operation of the Hospital which are listed in Schedule 1.2(d) (the “Licenses”); (de) subject all of Seller’s interest, to Section 9.3the extent assignable or transferable, in and to all real property leases and personal property leases with respect to the entire interest operation of each Seller in all leases the Hospital which are listed in Schedule 1.2(d1.2(e), other than the Lease Agreement dated as of October 31, 2000 between Seller and S&P Properties, LLC which is listed on Schedule 1.3(c) pursuant to which any Seller, as lessee, leases any personal property, and all leases of personal property executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (collectively, the “Leases”); (ef) subject all of Seller’s interest, to Section 9.3the extent assignable or transferable, the entire interest of each Seller in and to all contracts and agreements relating to the operation of the Hospital which are listed in Schedule 1.2(e1.2(f) and all contracts and agreements relating to the operation of the Hospital executed by any Seller on or after the Execution Date date hereof which Purchaser hereafter agrees in writing to accept has assumed (the “Contracts”); provided, however, the term “Contracts” as used in this Agreement shall exclude all other contracts and agreements of any Seller (relating to the “Excluded Contracts”)Hospital, including contracts listed in Schedule 1.3(b); (f) all accounts, notes, interest and other receivables of any Seller, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables arising from the rendering of services or the provision of medicine, drugs or supplies to patients at any Facility, billed and unbilled, recorded and unrecorded, for services provided by or on behalf of any Seller (the “Accounts Receivable”); provided, however, that the Accounts Receivable shall not include (i) any accounts or receivables arising from the rendering of services or provision of medicine, drugs or supplies to patients at any Facility, billed or unbilled, recorded or unrecorded, for services provided by any Seller prior to the Effective Time and relating to any Federal health care program as such term is defined in 42 U.S.C. § 1320a-7b(f1.3(c) (the “Government Programs”) or any other third-party payor, which by law are not assignable, (ii) any rights of any Seller to settlements and retroactive adjustments, if any, for cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against any Government Programs or other third-party payor programs that settle on a cost-report basis, and (iii) any right to receive disproportionate share payments or enhanced payments from any Government Program (subsections (i), (ii) and (iii) above, collectively the “Government ReceivablesExcluded Contracts”); (g) all advance payments, prepayments, prepaid expenses, deposits and the like of any Seller which exist as of the Closing Date and do not constitute Excluded Assets under Section 1.3(e) hereof (the “Prepaids”); (h) all inventories of supplies, drugs, food, janitorial and office supplies, supplies and other disposables and consumables of any Seller located or held for use at the Hospital (the “Inventory”); (i) all documents, records, policy and procedure manuals, compliance programs, staff bylaws, operating manuals, files and computer software owned or used by any SellerSeller with respect to the operation of the Hospital, including all patient records, medical records, employee records, financial recordsrecords with respect to the operation of the Hospital, equipment records, construction plans and specifications, and medical and administrative libraries; (j) to the extent assignable, all rights in all warranties of any builder, manufacturer or other Person vendor in favor of any Sellerconnection with the Personal Property; (k) all goodwill and other intangible assets used or useful in connection with the business of any Seller or Facilitythe Hospital; (l) subject to the provisions of Section 1.13, all insurance proceeds arising in connection with property damage to or destruction of any assets of any Seller occurring after the Execution Date and prior to the Effective Time, to the extent not expended on the repair, restoration or replacement of such assets that are transferred to Purchaser at the Closing hereunder; (m) all of Sellers’ rights in (i) all namesname, symbols, telephone numbers (and related listings and advertisements)numbers, facsimile numbers, domain names, trademarks, trade names, service marks and copyrights used with respect to the operation of any Facilitythe Hospital, (ii) including the items listed in Schedule 1.2(m), (iii) name “River Park Hospital,” all variants of any items referred to in the preceding clauses (i) or (ii), (iv) the internet websites xxx.xxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxx.xxx maintained by any Seller and all content and information included thereon, and (v) all rights to the use of, thereof and all common law trademark and other rights and all goodwill associated with, any item referred to in the preceding clauses (i), (ii), (iii) or (iv)therewith; (nm) to the extent transferable, all of Seller’s rights of any Seller with respect to any its Medicare, Medicaid and other third-party provider or supplier numbersnumbers (the “Hospital Provider Numbers”) accruing after the Effective Time; and (on) all any other assets of any SellerSeller used in the operation of the Hospital (which are not otherwise specifically described above in this Section 1.2); provided, however, that the Assets shall not include the Excluded AssetsAssets as defined in Section 1.3 below.

Transfer of Seller Assets. Subject to Section 12.3(b)On the Closing Date, at the Closing, but effective as of the Effective Time, Sellers Seller shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of any Liens other than Permitted Encumbrances, and Purchaser shall acquire, all of each Seller's right, title and interest in and to all of the assets owned or used by each Seller in connection with the operation of any Hospital, other than the Excluded Assets, including, without limitation, the following assets and properties properties, free and clear of Sellersall liens, realpledges, personal claims, charges, security interests or mixedother encumbrances ("Liens") other than Permitted Exceptions, tangible and intangible, of every kind and description, wherever located, whether owned collectively by one or more Sellers or individually by any Seller such transfer being deemed to be effective at the Effective Time (collectively, the “"Assets”), including the following:"): (a) all of the real property that is owned by such Seller and used with respect to the operation of any Hospital, including, without limitation, the real property that is described in Schedule 1.9(a) (such description to include a legal description and address), together with Seller's rights to all buildings, including improvements and fixtures located thereupon and all construction in progress, rights, privileges and appurtenances thereto (collectively, the "Owned Real Property"); (b) all of the real property that is leased by such Seller and used with respect to the operation of any Hospital consisting of the leased real property described in Schedule 1.2(a1.9(b), together with all buildings, improvements and fixtures located thereon thereupon and all construction in progress thereon progress, rights, privileges and appurtenances thereto (collectively, the “"Leased Real Property”") (the Owned Real Property and the Leased Real Property are collectively referred to in this Agreement as the "Real Property"); (bc) all of the tangible personal property owned by such Seller with respect to the operation of any Hospital, including all medical and other equipment, furniture, fixtures, machinery, vehicles, office furnishings, computers, other data processing equipment, related software applications and leasehold improvementsimprovements (the "Personal Property"), and other tangible personal property owned by any Sellerincluding, including without limitation, the items listed Personal Property described in Schedule 1.2(b) (the “Personal Property”1.9(c); (cd) all rights of any such Seller's rights, to the extent assignable or transferable, to all licenses, provider numbers, permits, approvals, certificates determinations of need, certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to such Seller with respect to the ownership of the Assets and operation of any Seller Hospital (the “"Licenses”"); (d) subject to Section 9.3, including, without limitation, the entire interest of each Seller in all leases listed Licenses described in Schedule 1.2(d) pursuant to which any Seller, as lessee, leases any personal property, and all leases of personal property executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (collectively, the “Leases”1.9(d); (e) all of such Seller's interest, to the extent assignable or transferable, in and to all real property and personal property leases with respect to the operation of any Hospital (the "Leases"), including, without limitation, those leases described in Schedule 1.9(e); it being understood that, subject to the terms of Section 9.3, if any Lease is not assignable at the entire interest Closing, but later becomes assignable (as a result of each Seller obtaining the counterparty's consent or otherwise) such Lease shall at such time become an Asset owned by Purchaser; (f) all of such Seller's interest, to the extent assignable or transferable, in and to all contracts and agreements listed (including, but not limited to, purchase orders) with respect to the operation of any Hospital (collectively, the "Contracts"), including, without limitation, those Contracts described in Schedule 1.2(e) and all contracts and agreements executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (the “Contracts”1.9(f); provided, however, the term “Contracts” Contracts as used in this Agreement shall exclude all other contracts and agreements of any Seller (the “Excluded Contracts”)exclude, including contracts listed in Schedule 1.3(b); (f) all accountssubject to Section 9.3, notes, interest and other receivables of any Seller, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables arising from the rendering of services or the provision of medicine, drugs or supplies to patients at any Facility, billed and unbilled, recorded and unrecorded, for services provided by or on behalf of any Seller (the “Accounts Receivable”); provided, however, that the Accounts Receivable shall not include (i) multi-hospital contracts as to which one of the Hospitals and one or more of Seller's or Seller's affiliates' other acute care hospitals (which are not among the Hospitals) participate (the "Multi-Facility Contracts") and (ii) all national or regional contracts of Seller or any accounts or receivables arising from the rendering of services or provision of medicine, drugs or supplies to patients at any Facility, billed or unbilled, recorded or unrecorded, for services provided by any Seller prior to the Effective Time and relating affiliate thereof which are made available to any Federal health care program as of the Hospitals by virtue of such term is defined in 42 U.S.C. § 1320a-7b(fHospital being an affiliate of THC or its affiliates (the "Xxxxx Affiliate Contracts") (the “Government Programs”) or any other thirdMulti-party payorFacility Contracts and the Xxxxx Affiliate Contracts collectively are referred to as the "Excluded Multi-Facility Contracts"); it being understood that, which by law are not assignable, (ii) any rights subject to the terms of any Seller to settlements and retroactive adjustmentsSection 9.3, if anyany Contract is not assignable at the Closing, for cost reporting periods ending on but later becomes assignable (as a result of obtaining the counterparty's consent or prior to the Closing Date (whether open or closedotherwise) arising from or against any Government Programs or other third-party payor programs that settle on a cost-report basis, and (iii) any right to receive disproportionate share payments or enhanced payments from any Government Program (subsections (i), (ii) and (iii) above, collectively the “Government Receivables”)such Contract shall at such time become an Asset owned by Purchaser; (g) all of those advance payments, prepayments, prepaid expenses, deposits and the like of any Seller which exist as of the Closing Date Date, subject to the prorations provided in Section 1.8 of this Agreement, which were made with respect to the operation of any Hospital, the categories of which are set forth on Schedule 1.9(g) (the “"Prepaids”"); (h) except as excluded by Sections 1.10(j) and 1.10(y), all inventories of supplies, drugs, food, janitorial and office supplies, supplies and other disposables and consumables located at any of the Hospitals, or used with respect to the operation of any Seller of the Hospitals (the “"Inventory”"); (i) except as excluded by Sections 1.10(d), 1.10(e), 1.10(h) and 1.10(o), all documents, records, policy and procedure manuals, compliance programs, staff bylaws, operating manuals, files and computer software owned or used by with respect to the operation of any Sellerof the Hospitals, including including, without limitation, all patient records, medical records, employee records, financial recordsrecords with respect to the operation of any of the Hospitals, equipment records, construction plans and specifications, and medical and administrative libraries; (j) to the extent assignable, all rights in all warranties of any builder, manufacturer or other Person vendor in favor of any Sellerconnection with the Personal Property; (k) all goodwill and other intangible assets used or useful in connection with of the business of any Seller or Facilitybusinesses evidenced by the Assets; (l) subject to the provisions of Section 1.13, all insurance proceeds arising in connection with property damage to or destruction of any assets of any Seller the Assets occurring after the Execution Effective Date and prior to the Effective Time, to the extent not expended on the repair, repair or restoration or replacement of such assets that are transferred to Purchaser at the Closing hereunderAssets; (m) all of Sellers’ rights in (i) all the names, symbols, telephone numbers (and related listings and advertisements), facsimile numbers, domain names, trademarks, trade names, service marks and copyrights world-wide web addresses used with respect to the operation of any Facilitythe Hospitals, (iiincluding, without limitation, the names of the Hospitals set forth on Schedule 1.9(m) the items listed in Schedule 1.2(m), (iii) and all variants of any items referred to in the preceding clauses (i) or (ii), (iv) the internet websites xxx.xxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxx.xxx maintained by any Seller and all content and information included thereon, and (v) all rights to the use of, and all common law trademark and other rights and all goodwill associated with, any item referred to in the preceding clauses (i), (ii), (iii) or (iv)thereof; (n) to the extent transferable, all rights any current assets of any Seller with respect to the operation of any Medicareof the Hospitals (which are not otherwise specifically described above in this Section 1.9) to the extent included in Net Working Capital, Medicaid as determined pursuant to Sections 1.2 and other third-party provider or supplier numbers1.4; and (o) all claims of Seller (whether known or unknown, contingent or otherwise) against third parties (other assets than affiliates of Seller) with respect to the service and/or maintenance of any Sellertangible Assets arising after the Effective Date and prior to the Effective Time, other than those claims as to which Seller has a right to money damages based on a prior expenditure of money with respect to any such tangible Assets; providedPROVIDED, howeverHOWEVER, that the Assets shall not include the Excluded AssetsAssets as defined in Section 1.10 below.

Transfer of Seller Assets. Subject to Section 12.3(b)On the Closing Date, at the Closing, but effective as of the Effective Time, Sellers Seller shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of any Liens other than Permitted Encumbrances, and Purchaser shall acquire, all of Seller’s right, title and interest in and to all assets and properties of SellersSeller, realas such assets shall exist on the Closing Date, personal or mixedthat are utilized in any respect in connection with the operation of the Hospital, tangible and intangible, of every kind and description, wherever located, whether owned collectively by one or more Sellers or individually by any Seller other than the Excluded Assets (collectively, the “Assets”), such transfer being deemed to be effective at the Effective Time including the following: (a) all of the real property that is owned by any SellerSeller and used with respect to the operation of the Hospital, including including, without limitation, the real property described in Schedule 1.2(a1.7(a) (such description to include a legal description and address), together with all buildings, improvements and fixtures located thereon thereupon and all construction in progress thereon (collectively, the “Owned Real Property”); (b) all of the real property that is leased by Seller and used with respect to the operation of the Hospital, including, without limitation, the leased real property described in Schedule 1.7(b) (the “Leased Real Property;” the Owned Real Property and the Leased Real Property collectively, the “Real Property”); (bc) all of the tangible personal property owned by Seller with respect to the operation of the Hospital, including all equipment, furniture, fixtures, machinery, vehicles, office furnishings, and leasehold improvements, and other tangible personal property owned by any Seller, including the items listed in Schedule 1.2(b) improvements (the “Personal Property”); (cd) all rights of any Seller’s rights, to the extent assignable or transferable, to all licenses, permits, approvals, certificates of need, certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to any Seller with respect to the operation of the Hospital (the “Licenses”); (de) subject all of Seller’s interest, to Section 9.3the extent assignable or transferable, the entire interest of each Seller in and to all leases listed in Schedule 1.2(d) pursuant to which any Seller, as lessee, leases any personal property, real property and all leases of personal property executed by any Seller on or after leases with respect to the Execution Date which Purchaser hereafter agrees in writing to accept operation of the Hospital (collectively, the “Leases”); (ef) subject all of Seller’s interest, to Section 9.3the extent assignable or transferable, the entire interest of each Seller in and to all contracts and agreements listed (including, but not limited to, purchase orders) with respect to the operation of the Hospital including, without limitation, those Contracts described in Schedule 1.2(e1.7(f) and all contracts and agreements executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (the “Contracts”); provided, however, the term “Contracts” Contracts as used in this Agreement shall exclude all any contracts which Purchaser has designated as an excluded contract and, subject to Section 9.3, multi-hospital contracts as to which the Hospital and one or more of Seller’s or Seller’s affiliates’ other contracts and agreements of any Seller hospitals (which are not the Hospital) participate (the “Excluded Contracts”), including contracts listed in Schedule 1.3(b); (f) all accounts, notes, interest and other receivables of any Seller, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables arising from the rendering of services or the provision of medicine, drugs or supplies to patients at any Facility, billed and unbilled, recorded and unrecorded, for services provided by or on behalf of any Seller (the “Accounts Receivable”); provided, however, that the Accounts Receivable shall not include (i) any accounts or receivables arising from the rendering of services or provision of medicine, drugs or supplies to patients at any Facility, billed or unbilled, recorded or unrecorded, for services provided by any Seller prior to the Effective Time and relating to any Federal health care program as such term is defined in 42 U.S.C. § 1320a-7b(f) (the “Government Programs”) or any other third-party payor, which by law are not assignable, (ii) any rights of any Seller to settlements and retroactive adjustments, if any, for cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against any Government Programs or other third-party payor programs that settle on a cost-report basis, and (iii) any right to receive disproportionate share payments or enhanced payments from any Government Program (subsections (i), (ii) and (iii) above, collectively the “Government Receivables”); (g) all advance payments, prepayments, prepaid expenses, deposits and the like of any Seller which exist as of the Closing Date (the “Prepaids”); (h) all inventories of supplies, drugs, food, janitorial and office supplies, supplies and other disposables and consumables of any Seller located at the Hospital (the “Inventory”); (i) all documents, records, policy and procedure manuals, compliance programs, staff bylaws, operating manuals, files and computer software owned or used by any Sellerwith respect to the operation of the Hospital, including including, without limitation, all patient records, medical records, employee records, financial recordsrecords with respect to the operation of the Hospital, equipment records, construction plans and specifications, and medical and administrative libraries; (j) to the extent assignable, all rights in all warranties of any builder, manufacturer or other Person vendor in favor of any Sellerconnection with the Personal Property; (k) all goodwill and other intangible assets used or useful in connection with of the business of any Seller or Facilitybusinesses evidenced by the Assets; (l) subject all of Seller’s rights with respect to the provisions of Section 1.13, its Medicare provider number; (m) all insurance proceeds arising in connection with property damage to or destruction of any assets of any Seller the Assets occurring after the Execution Effective Date and prior to the Effective Time, to the extent not expended on the repair, repair or restoration or replacement of such assets that are transferred to Purchaser at the Closing hereunderAssets; (mn) all of Sellers’ rights in (i) all namessubject to Section 1.8(f), symbolsthe name, symbols and telephone numbers (and related listings and advertisements), facsimile numbers, domain names, trademarks, trade names, service marks and copyrights used with respect to the operation of any Facilitythe Hospital, (ii) including, without limitation, the items listed in Schedule 1.2(m), (iii) name of the Hospital and all variants of any items referred to in the preceding clauses (i) or (ii), (iv) the internet websites xxx.xxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxx.xxx maintained by any Seller and all content and information included thereon, and (v) all rights to the use of, and all common law trademark and other rights and all goodwill associated with, any item referred to in the preceding clauses (i), (ii), (iii) or (iv); (n) to the extent transferable, all rights of any Seller with respect to any Medicare, Medicaid and other third-party provider or supplier numbersthereof; and (o) all other any current assets of any SellerSeller with respect to the operation of the Hospital (which are not otherwise specifically described above in this Section 1.7); provided, however, that the Assets shall not include the Excluded AssetsAssets as defined in Section 1.8 below.

Transfer of Seller Assets. Subject On the Closing Date, Seller shall cause each Subsidiary to Section 12.3(b), at the Closing, but effective as of the Effective Time, Sellers shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of any Liens other than Permitted Encumbrances, and Purchaser shall acquire, all of each Subsidiary's right, title and interest in and to all the following assets and properties properties, as such assets shall exist on the Closing Date with respect to the operation of Sellersany Hospital, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, whether owned collectively by one or more Sellers or individually by any Seller such transfer being deemed to be effective at the Effective Time (collectively, the “"Assets”), including the following:"): (a) all of the real property that is owned by such Subsidiary and used with respect to the operation of any SellerHospital, including including, without limitation, the real property described in Schedule 1.2(a1.9(a) (such description to include a legal description and address), together with all buildings, improvements and fixtures located thereon thereupon and all construction in progress thereon (collectively, the “"Owned Real Property”"); (b) all of the real property that is leased by such Subsidiary and used with respect to the operation of any Hospital, including, without limitation, the leased real property described in Schedule 1.9(b) (the "Leased Real Property") (the Owned Real Property and the Leased Real Property are collectively referred to herein as the "Real Property"); (c) all of the tangible personal property owned by such Subsidiary with respect to the operation of any Hospital, including all equipment, furniture, fixtures, machinery, vehicles, office furnishings, and leasehold improvementsimprovements (the "Personal Property"), and other tangible personal property owned by any Sellerincluding, including without limitation, the items listed Personal Property described in Schedule 1.2(b) (the “Personal Property”1.9(c); (cd) all rights of any Sellersuch Subsidiary's rights, to the extent assignable or transferable, to all licenses, permits, approvals, certificates of need, certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to such Subsidiary with respect to the operation of any Seller Hospital (the “"Licenses”"); (d) subject to Section 9.3, including, without limitation, the entire interest of each Seller in all leases listed Licenses described in Schedule 1.2(d) pursuant to which any Seller, as lessee, leases any personal property, and all leases of personal property executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (collectively, the “Leases”1.9(d); (e) subject all of such Subsidiary's interest, to Section 9.3the extent assignable or transferable, in and to all real property and personal property leases with respect to the entire operation of any Hospital (the "Leases"), including, without limitation, those leases described in Schedule 1.9(e); (f) all of such Subsidiary's interest of each Seller in and to all contracts and agreements listed (including, but not limited to, purchase orders) with respect to the operation of any Hospital (the "Contracts"), including, without limitation, those Contracts described in Schedule 1.2(e) and all contracts and agreements executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (the “Contracts”); provided, however, the term “Contracts” as used in this Agreement shall exclude all other contracts and agreements of any Seller (the “Excluded Contracts”), including contracts listed in Schedule 1.3(b); (f) all accounts, notes, interest and other receivables of any Seller, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables arising from the rendering of services or the provision of medicine, drugs or supplies to patients at any Facility, billed and unbilled, recorded and unrecorded, for services provided by or on behalf of any Seller (the “Accounts Receivable”); provided, however, that the Accounts Receivable shall not include (i) any accounts or receivables arising from the rendering of services or provision of medicine, drugs or supplies to patients at any Facility, billed or unbilled, recorded or unrecorded, for services provided by any Seller prior to the Effective Time and relating to any Federal health care program as such term is defined in 42 U.S.C. § 1320a-7b(f) (the “Government Programs”) or any other third-party payor, which by law are not assignable, (ii) any rights of any Seller to settlements and retroactive adjustments, if any, for cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against any Government Programs or other third-party payor programs that settle on a cost-report basis, and (iii) any right to receive disproportionate share payments or enhanced payments from any Government Program (subsections (i), (ii) and (iii) above, collectively the “Government Receivables”1.9(f); (g) all of those advance payments, prepayments, prepaid expenses, deposits and the like of any Seller which exist as of the Closing Date, subject to the prorations provided in Section 1.8 of this Agreement, which were made with respect to the operation of any Hospital and with respect to which Purchaser will receive the benefit after the Closing Date (the “"Prepaids”"), the current categories and amounts of which are set forth on Schedule 1.9(g); (h) except as excluded by Sections 1.10(e) and 1.10(j), all inventories of supplies, drugs, food, janitorial and office supplies, supplies and other disposables and consumables located at any of the Hospitals, or used with respect to the operation of any Seller of the Hospitals (the “"Inventory”"); (i) all documents, records, policy and procedure manuals, compliance programs, staff bylaws, operating manuals, files and computer software owned or used by with respect to the operation of any Sellerof the Hospitals, including including, without limitation, all patient records, medical records, employee records, financial recordsrecords with respect to the operation of any of the Hospitals, equipment records, construction plans and specifications, and medical and administrative libraries; (j) to the extent assignable, all rights in all warranties of any builder, manufacturer or other Person vendor in favor of any Sellerconnection with the Personal Property; (k) all goodwill and other intangible assets used or useful in connection with of the business of any Seller or Facilitybusinesses evidenced by the Assets; (l) subject to the provisions of Section 1.13, all insurance proceeds arising in connection with property damage to or destruction of any assets of any Seller the Assets occurring after the Execution Effective Date and on or prior to the Effective TimeClosing Date, to the extent not expended on the repair, repair or restoration or replacement of such assets that are transferred to Purchaser at the Closing hereunderAssets; (m) all of Sellers’ rights in (i) all the names, symbols, symbols and telephone numbers (and related listings and advertisements), facsimile numbers, domain names, trademarks, trade names, service marks and copyrights used with respect to the operation of any Facilityof the Hospitals, (iiincluding, without limitation, the names of the Hospitals set forth on Schedule 1.9(m) the items listed in Schedule 1.2(m), (iii) and all variants of any items referred to in the preceding clauses (i) or (ii), (iv) the internet websites xxx.xxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxx.xxx maintained by any Seller and all content and information included thereon, and (v) all rights to the use of, and all common law trademark and other rights and all goodwill associated with, any item referred to in the preceding clauses (i), (ii), (iii) or (iv);thereof; and (n) to any current assets of the extent transferable, all rights of any Seller Subsidiaries with respect to any Medicare, Medicaid and other third-party provider or supplier numbers; and (o) all other assets the operation of any Sellerof the Hospitals (which are not otherwise specifically described above in this Section 1.9) which are included in Net Working Capital, as determined pursuant to Sections 1.2 and 1.4; providedPROVIDED, howeverHOWEVER, that the Assets shall not include the Excluded AssetsNon-Operating Assets as defined in Section 1.10. Except as set forth below in Section 1.10, the Assets comprise substantially all of the property and assets used in the conduct of the businesses and operation of the Hospitals, including without limitation, all of the tangible personal property of the Subsidiaries used in the conduct and operation of the Hospitals.

Transfer of Seller Assets. Subject to Section 12.3(b), at On the Closing, but Closing Date and effective as of the Effective Time, Sellers shall sell, assign, transfer, convey and deliver to PurchaserBuyer, and Buyer shall acquire, free and clear of any Liens all Encumbrances, other than Permitted Encumbrances, all of Sellers’ right, title and Purchaser interest in and to the following rights, properties and assets (in each case, to the fullest extent assignable or transferrable) (collectively, the “Assets”), but in all cases excluding the Excluded Assets: (a) fee simple title to all of the real property owned by any Seller or any of Sellers’ Affiliates (other than the NHRMC Foundation, Xxxxxx and Material Affiliations) used in the operation of the Healthcare Businesses (including those properties listed on Schedule 1.4(a)), including all improvements, fixtures and construction in progress located thereon, and all rights, privileges and easements appurtenant to any of the foregoing (collectively, the “Owned Real Property”; provided, however, that solely for the purposes of Article 2 and Section 5.5, “Owned Real Property” shall acquire, further include all real property owned by Xxxxxx); (b) all of Sellers’ right, title and interest in and to all assets real property leases, subleases, license agreements and properties of Sellersother occupancy agreements pursuant to which a Seller leases, realsubleases, personal licenses, or mixedotherwise occupies real property as a tenant, tangible and intangiblesubtenant, of every kind and descriptionlicensee or occupant used in the Healthcare Businesses (each, wherever locateda “Tenant Lease” and, whether owned collectively by one or more Sellers or individually by any Seller (collectively, the “AssetsTenant Leases”), including the following: ) (a) all of the real property owned by any Seller, including that is subject to the real property described in Schedule 1.2(a)Tenant Leases being referred to as the “Leased Real Property” and, together with all buildings, improvements and fixtures located thereon and all construction in progress thereon (collectivelythe Owned Real Property, the “Real Property”); the parties hereby acknowledge and agree that the term “Tenant Leases” includes all real property leases, subleases, license agreements and other occupancy agreements pursuant to which any Subsidiary or Affiliate of Sellers or any Joint Venture Business leases, subleases, licenses or otherwise occupies real property as a tenant, subtenant, licensee or occupant used in the Healthcare Businesses; a list of all such Tenant Leases is set forth in Schedule 1.4(b); (bc) all of the tangible personal property, including equipment (including medical equipment), furniture, fixtures, machinery, vehicles, office furnishings, computer hardware, and leasehold improvements, and other tangible personal property owned by any Seller, including Sellers and that are used or held for use in the items listed in Schedule 1.2(b) operation of the Healthcare Businesses (the “Personal Property”), including the Personal Property listed on Schedule 1.4(c); (cd) all of Sellers’ rights of any Seller, to the extent assignable or transferableNational Provider Identifiers (“NPIs”), to all Medicare, Medicaid and TRICARE provider numbers and agreements, licenses, Orders, grants, authorizations, consents, permits, approvals, applications, certificates of need, certificates of exemption, franchises, accreditations and accreditations, certifications, registrations and other governmental licenses, permits or approvals issued to any Seller Sellers and used with respect to the operation, development or expansion of the Healthcare Businesses (the “Licenses”); (d) subject to Section 9.3, including the entire interest of each Seller in all leases NPIs and Licenses listed in on Schedule 1.2(d) pursuant to which any Seller, as lessee, leases any personal property, and all leases of personal property executed by any Seller on or after the Execution Date which Purchaser hereafter agrees in writing to accept (collectively, the “Leases”1.4(d); (e) subject all of Sellers’ right, title and interest in and to Section 9.3all real property leases under which any Seller is the lessor, sublessor or licensor relating to the operation of the Healthcare Businesses (each, a “Lessor Lease” and, collectively, the entire “Lessor Leases”); the parties hereby acknowledge and agree that the term “Lessor Leases” includes all real property leases under which any Subsidiary or Affiliate of Sellers is the lessor, sublessor or licensor relating to the operation of the Healthcare Businesses; a list of all Lessor Leases is set forth in Schedule 1.4(e); (f) all of Sellers’ interest in and to: (i) all capital leases relating to the operation of each Seller the Healthcare Businesses (each, a “Capital Lease”), including those Capital Leases listed on Schedule 1.4(f)(i); and (ii) all other personal property leases (other than the Capital Leases) relating to the operation of the Healthcare Businesses (each, a “Personal Property Lease”), including those Personal Property Leases listed on Schedule 1.4(f)(ii); (g) all of Sellers’ interest in and to all contracts and agreements listed in Schedule 1.2(e) and all contracts and agreements executed by other than the Tenant Leases, the Lessor Leases, the Capital Leases or the Personal Property Leases associated with, or to which any Seller on is a party in support or after furtherance of, the Execution Date which Purchaser hereafter agrees in writing to accept operation of the Healthcare Businesses (the “Contracts”), including those Contracts listed on Schedule 1.4(g) and the Transferred Insurance Policies and Surety Bonds; provided, however, the term “Contracts” as used in this Agreement shall exclude all other contracts and agreements of any Seller (the “Excluded Contracts”), including contracts listed in Schedule 1.3(b); (f) all accounts, notes, interest and other receivables of any Seller, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables arising from the rendering of services or the provision of medicine, drugs or supplies to patients at any Facility, billed and unbilled, recorded and unrecorded, for services provided by or on behalf of any Seller (the “Accounts Receivable”); provided, however, that the Accounts Receivable shall not include (i) any accounts or receivables arising from the rendering of services or provision of medicine, drugs or supplies to patients at any Facility, billed or unbilled, recorded or unrecorded, for services provided by any Seller prior to the Effective Time and relating to any Federal health care program as such term is defined in 42 U.S.C. § 1320a-7b(f) (the “Government Programs”) or any other third-party payor, which by law are not assignable, (ii) any rights of any Seller to settlements and retroactive adjustments, if any, for cost reporting periods ending on or prior to the Closing Date (whether open or closed) arising from or against any Government Programs or other third-party payor programs that settle on a cost-report basis, and (iii) any right to receive disproportionate share payments or enhanced payments from any Government Program (subsections (i), (ii) and (iii) above, collectively the “Government Receivables”); (g) all advance payments, prepayments, prepaid expenses, deposits and the like of any Seller which exist as of the Closing Date (the “Prepaids”); (h) all inventories of supplies, drugs, food, janitorial and office supplies, and other disposables and consumables of any Seller (the “Inventory”); (i) all documents, records, policy and procedure manuals, compliance programs, staff bylaws, operating manuals, files and computer software owned or used by any Seller, including all patient records, medical records, employee records, financial records, equipment records, construction plans and specifications, and medical and administrative libraries; (j) to the extent assignable, all rights in all warranties of any builder, manufacturer or other Person in favor of any Seller; (k) all goodwill and other intangible assets used or useful in connection with the business of any Seller or Facility; (l) subject to the provisions of Section 1.13, all insurance proceeds arising in connection with property damage to or destruction of any assets of any Seller occurring after the Execution Date and prior to the Effective Time, to the extent not expended on the repair, restoration or replacement of such assets that are transferred to Purchaser at the Closing hereunder; (m) all of Sellers’ rights in (i) all names, symbols, telephone numbers (and related listings and advertisements), facsimile numbers, domain names, trademarks, trade names, service marks and copyrights used with respect to the operation of any Facility, (ii) the items listed in Schedule 1.2(m), (iii) all variants of any items referred to in the preceding clauses (i) or (ii), (iv) the internet websites xxx.xxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxx.xxx maintained by any Seller and all content and information included thereon, and (v) all rights to the use of, and all common law trademark and other rights and all goodwill associated with, any item referred to in the preceding clauses (i), (ii), (iii) or (iv); (n) to the extent transferable, all rights of any Seller with respect to any Medicare, Medicaid and other third-party provider or supplier numbers; and (o) all other assets of any Seller; provided, however, that the Assets shall not include the Excluded Assets.