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.

All leases, leasehold interests or other contractual rights relating to the Personal Property used in the operation of the Business (whether as (sub)lessor or (sub)lessee) (the “ Personal Property Leases ”) to which Seller is a Party, including the Personal Property Leases described on Schedule 1.1(b). (c)

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  Rights, Lessor

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