APPURTENANT TO THE LAND;
(B)
THE EXISTING BUILDINGS, FIXTURES, STRUCTURES AND OTHER
IMPROVEMENTS LOCATED UPON OR AFFIXED TO THE LAND (INCLUDING, WITHOUT LIMITATION,
THE FACILITIES), TOGETHER WITH, EXCEPT TO THE EXTENT OWNED BY RESIDENTS AND NOT
CONSTITUTING PERSONAL PROPERTY (AS HEREINAFTER DEFINED), ALL APPARATUS,
EQUIPMENT AND APPLIANCES INCORPORATED THEREIN AND USED IN CONNECTION WITH THE
OWNERSHIP, OPERATION OR OCCUPANCY THEREOF (THE "IMPROVEMENTS");
(C)
ALL OF THE SELLER PARTIES' RIGHT, TITLE AND INTEREST IN AND TO ALL
TANGIBLE PERSONAL PROPERTY LOCATED WITHIN AND/OR USED IN CONNECTION WITH THE
OWNERSHIP, OPERATION OR OCCUPANCY OF THE IMPROVEMENTS INCLUDING ALL MOVEABLE
TRADE FIXTURES, FURNITURE, MOTOR VEHICLES, PERSONAL COMPUTERS, MEDICAL
EQUIPMENT, BOOKS AND RECORDS (INCLUDING, WITHOUT LIMITATION, SALES, MARKETING
AND ADVERTISING MATERIALS, LISTS OF PRESENT SUPPLIERS AND PERSONNEL, EMPLOYMENT
RECORDS, AND ALL RECORDS RELATING TO THE PERSONAL, MEDICAL, SOCIAL, AND
FINANCIAL STATUS OF EACH RESIDENT, INCLUDING BUT NOT LIMITED TO, ADMISSION
APPLICATIONS, MULTIPLE DATA SET (MDS) EVALUATIONS, CARE PLANS, MEDICAL RECORDS,
AND OTHER RESIDENT SPECIFIC DATA REQUIRED TO BE KEPT BY LICENSING AND
CERTIFICATION AUTHORITIES), AND OTHER INVENTORIES, STOCKS AND SUPPLIES USED IN
CONNECTION WITH THE OWNERSHIP, OPERATION OR OCCUPANCY OF THE FACILITIES TO THE
EXTENT OF THE SELLER PARTIES' INTERESTS THEREIN (THE "PERSONAL PROPERTY");
(D)
ALL OF THE SELLER PARTIES' RIGHT, TITLE AND INTEREST IN AND TO THE
RESIDENT AGREEMENTS FOR THE FACILITIES IN EFFECT ON THE CLOSING DATE, INCLUDING
ANY REFUNDABLE DEPOSITS UNDER THE RESIDENT AGREEMENTS (THE "RESIDENT
AGREEMENTS"); AND
3
(E)
ALL OF THE SELLER PARTIES' RIGHT, TITLE AND INTEREST, IF ANY, IN
AND TO (I) THE TRADE NAMES LISTED ON SCHEDULE 3 ATTACHED HERETO (THE "TRADE
NAMES"), AND (II) THE ASSUMED CONTRACTS (AS HEREINAFTER DEFINED), AND ALL
WARRANTIES, GUARANTEES, LICENSES, PERMITS, BUILDING PLANS AND DRAWINGS, SURVEYS,
AND RESIDENT LISTS AND CORRESPONDENCE, RECORDS, TELEPHONE EXCHANGES AND NUMBERS,
CLAIMS (INCLUDING TAX APPEALS AND CONDEMNATION CLAIMS), GOODWILL, ACCOUNTS
RECEIVABLE WHICH HAVE BEEN OUTSTANDING FOR MORE THAN THIRTY (30) DAYS AS OF THE
CLOSING DATE, AND ANY OTHER INTANGIBLE PROPERTY OF ANY KIND OR NATURE TO THE
EXTENT TRANSFERABLE (COLLECTIVELY, THE "RIGHTS").
The Land and the Improvements are collectively referred to herein as the "Real
Property".
The Real Property, Personal Property, Resident Agreements and Rights
are referred to herein collectively as the "Property."
Notwithstanding any
other provision of this Agreement, the Property will not include the Excluded
Assets (as defined below).
2.
EXCLUDED ASSETS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET
FORTH IN THIS AGREEMENT, SELLER IS NOT TRANSFERRING TO PURCHASER ANY OF, AND
PURCHASER SHALL ACQUIRE NO RIGHT, TITLE OR INTEREST IN OR TO THE FOLLOWING
ASSETS OF THE SELLER PARTIES (THE "EXCLUDED ASSETS"):
(A)
ALL CASH, CASH EQUIVALENTS, SECURITIES AND INVESTMENTS, AND
ACCOUNTS RECEIVABLE, NOTES RECEIVABLE, PREMIUMS RECEIVABLE, AND OTHER RIGHTS TO
RECEIVE PAYMENTS FROM CUSTOMERS OR RESIDENTS OF THE FACILITY OR FROM OTHERS,
INCLUDING ALL TRADE ACCOUNTS RECEIVABLE REPRESENTING AMOUNTS PAYABLE TO ANY
SELLER PARTY FOR SERVICES RENDERED TO SUCH CUSTOMERS OR RESIDENTS PRIOR TO THE
CLOSING DATE EXCEPT AS OTHERWISE PROVIDED HEREIN (PROVIDED, HOWEVER, IN NO EVENT
SHALL ANY REFUNDABLE DEPOSITS