Asset Purchase Agreement

Asset Purchase Agreement THIS Asset Purchase Agreement (the Agreement ), is entered into as of the date below written (the Execution Date ), by and between SELLER HOSPITAL ( Seller ), and BUYER HOSPITAL ( Buyer ). Defined terms used but not otherwise defined herein shall have the meanings contained in Exhibit A hereto. WITNESSETH WHEREAS, Seller desires to sell (subject to the assumption by Buyer of certain specifically enumerated liabilities), and Buyer desires to Purchase , substantially all of Seller s assets; and WHEREAS, the Parties desire to enter into this Agreement for the purpose of setting forth their mutual rights and obligations with respect to the foregoing. NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged and accepted, and in consideration of the premises and mutual promises herein contained, the Parties, intending to be legally bound, hereby agree as follows: ARTICLE 1 TRANSFER OF ASSETS Sale of Assets.

At the Closing and subject to the terms and conditions of this Agreement, other than the Excluded Assets, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, all rights, title, and interest in and to all assets of every description,

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  Agreement, Sell

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