ANY FORM OR FORMAT MAINTAINED BY SELLERS (THE
"PATIENT FILES"), PROVIDED HOWEVER, THAT SELLERS MAY RETAIN COPIES OF ANY SUCH
MATERIALS THAT ARE NECESSARY FOR PURPOSES OF RESOLVING UNBILLED OR OUTSTANDING
ACCOUNTS RECEIVABLE AND SUBJECT TO ALL APPLICABLE CONFIDENTIALITY OBLIGATIONS;
(F)
ALL GOODWILL ASSOCIATED WITH THE
PURCHASED ASSETS RELATING TO MEDCARE'S BUSINESS AT THE LEASED REAL PROPERTY; AND
(G)
ANY AND ALL OTHER ASSETS OF MEDCARE USED
EXCLUSIVELY FOR MEDCARE'S BUSINESS AT THE LEASED REAL PROPERTY, I.E., NOT
OTHERWISE USED BY MEDCARE IN ITS INFUSION OR OTHER BUSINESS AND NOT OTHERWISE
USED BY MEDCARE IN ITS HURRICANE, WEST VIRGINIA BRANCH.
2.2
Excluded Assets. Buyer is not purchasing the
following ("Excluded Assets"):
(A)
ALL TANGIBLE PERSONAL PROPERTY OWNED BY CURATIVE-NY AND APEX,
INCLUDING ALL EQUIPMENT, FURNITURE, FIXTURES, MACHINERY, OFFICE FURNISHINGS, AND
LEASEHOLD IMPROVEMENTS;
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(B)
ALL OF CURATIVE-NY'S AND APEX'S RIGHTS TO THE PHARMACY LICENSES,
PERMITS, APPROVALS, FRANCHISES, ACCREDITATIONS AND REGISTRATIONS AND OTHER
GOVERNMENTAL LICENSES, PERMITS OR APPROVALS ISSUED TO CURATIVE-NY AND APEX;
(C)
ALL OF CURATIVE-NY'S AND APEX'S INTEREST IN AND TO COMMITMENTS,
CONTRACTS, LEASES AND AGREEMENTS;
(D)
ALL GOODWILL ASSOCIATED WITH CURATIVE-NY'S AND APEX'S BUSINESSES;
(E)
ALL INFUSION PUMPS, PHARMACY HOODS AND OTHER EQUIPMENT, CONTRACTS
AND LEASES (OTHER THAN THE LEASE FOR THE LEASED REAL PROPERTY) USED BY ANY
SELLER IN CONNECTION WITH THE OPERATIONS OF ITS INFUSION BUSINESS;
(F)
ALL INVENTORIES OF SUPPLIES, DRUGS, JANITORIAL AND OFFICE
SUPPLIES AND OTHER DISPOSABLES AND CONSUMABLES OWNED BY SELLERS, RELATED TO THE
OPERATION OF SELLERS' BUSINESS (COLLECTIVELY, THE "INVENTORY");
(G)
ALL SOFTWARE LICENSED TO AND/OR OWNED BY SELLERS OR THEIR
AFFILIATES, INCLUDING JAZZ RX AND CPR+ SOFTWARE;
(H)
ALL BANK ACCOUNTS OF SELLERS;
(I)
ALL CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS OF
SELLERS;
(J)
ALL TRADE NAMES, EXCEPT THAT PC PHARMACY MAY REFERENCE THE NAMES
"MEDCARE" AND "CRITICAL CARE SYSTEMS" AS THE PRIOR OPERATOR FOR A THREE (3)
MONTH PERIOD FOLLOWING CLOSING IN ORDER TO TRANSITION TO THE PC PHARMACY NAME;
(K)
ANY ASSETS OR RIGHTS THAT RELATE TO EMPLOYEE BENEFIT PLANS; ALL
BOOKS AND RECORDS RELATING TO EMPLOYEES; AND UNEMPLOYMENT COMPENSATION, WORKERS'
COMPENSATION AND OTHER CREDITS, RESERVES OR DEPOSITS WITH APPLICABLE
GOVERNMENTAL ENTITIES RELATING TO EMPLOYEES;
(L)
ALL CLAIMS, RIGHTS, INTERESTS AND PROCEEDS WITH RESPECT TO TAX
REFUNDS RESULTING FROM PERIODS PRIOR TO THE CLOSING DATE, AND THE RIGHT TO
PURSUE APPEALS OF SAME;
(M)
THE CORPORATE CHARTER, TAXPAYER AND OTHER IDENTIFICATION NUMBERS,
CORPORATE SEALS, MINUTE BOOKS, AND OTHER DOCUMENTS RELATING TO THE ORGANIZATION,
MAINTENANCE, AND EXISTENCE OF EACH SELLER;
(N)
ALL VENDOR REBATES PAYABLE TO SELLERS THAT RELATE TO PERIODS PRIOR
TO THE EFFECTIVE TIME;
(O)
ALL ACCOUNTS RECEIVABLE; AND
(P)
ANY OTHER ASSET OF SELLERS LISTED ON SCHEDULE 2.2(P) OR OTHERWISE
NOT SPECIFICALLY REFERENCED HEREIN AS A PURCHASED ASSET.
2.3
Assumed Liabilities. As of the Effective
Time, Buyers shall be responsible for all liabilities and obligations arising
after the Effective Time with respect to Buyers' operation of the
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Business and the Purchased Assets (and for obligations arising and accruing
after the Effective Time under the