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The document defines purchased assets (including building, FF&E, inventory, accounts receivable, goodwill and intangibles, lease interest, assigned agreements, lists, medical records, permits, and other related assets), excluded assets, and a 120-day due diligence period covering financial and operational review.",{"@graph":63,"@context":119},[64,80,102],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":36,"@type":70,"position":76},"https://docshare.wps.com/template/forms/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/asset-purchase-agreement-asset-purchase-agreement/281999/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/asset-purchase-agreement-asset-purchase-agreement/281999.png","ImageObject",442,249,{"name":88,"@type":89},"Bulrr","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/pdf","2026-10-30","2026-09-16",true,{"@type":98,"interactionType":99,"userInteractionCount":101},"InteractionCounter",{"@type":100},"ViewAction",8,{"@type":103,"mainEntity":104},"FAQPage",[105,111,115],{"name":106,"@type":107,"acceptedAnswer":108},"What assets are included in the sale under this agreement?","Question",{"text":109,"@type":110},"The agreement includes the building, FF&E, inventory, accounts receivable, goodwill and intangible assets, the Seller’s interest in the lease, assigned agreements, customer and patient lists, medical records, permits, and other business-related assets not expressly excluded.","Answer",{"name":112,"@type":107,"acceptedAnswer":113},"What is the due diligence period and what does it cover?",{"text":114,"@type":110},"Purchaser receives 120 days after mutual execution to study the business and transaction, including review of financial statements, site visits, non-redacted accounts receivable aging, employment and benefit plans, inventory details, price audits, and relevant contracts.",{"name":116,"@type":107,"acceptedAnswer":117},"How are liabilities handled at closing?",{"text":118,"@type":110},"Purchaser does not assume Seller’s liabilities except those listed on Exhibit E. Seller discharges liens at or prior to closing and pays its debts in the ordinary course of business.","https://schema.org",{"og:url":78,"og:type":121,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":123,"canonical":78},"index,follow",{"doc_id":125,"site_id":56},281999,1790385262,{"code":4,"msg":5,"data":128},{"doc_id":125,"user_id":129,"nickname":88,"user_avatar":130,"doc_module":9,"category_id":35,"category_name":36,"doc_title":59,"doc_description":61,"doc_content":131,"file_id":132,"file_url":133,"file_type":134,"file_size":135,"view_count":101,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":136,"language":137,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":138,"faqs":139,"seo_title":140,"seo_description":61,"update_tm":141,"read_time":101,"preview_page_count":4},5909892115043,"https://ap-avatar.wpscdn.com/davatar_6f874abed73319feea01a86fa6f0fab8","ASSET PURCHASE AGREEMENT  \nTHIS ASSET PURCHASE AGREEMENT (the \"Agreement\") is made this   day of   , 2021 by and between SAN JUAN ASSISTED LIVING, LLC, a Washington limited liability company, d/b/a VILLAGE AT THE HARBOR (the \"Seller\") , and SAN JUAN COUNTY PUBLIC HOSPITAL DISTRICT NO. 1 (\"Purchaser\") .  \nWHEREAS, Seller is the owner of an assisted living and retirement community (the“Business”);  \nWHEREAS, Seller desires to sell to Purchaser and Purchaser desires to buy all of Seller’s assets related to the Business upon the terms and conditions stated in this Agreement;  \nWHEREAS, Seller owns the building 543 Spring Street, Friday Harbor, Washington (the“Building”) and leases the underlying real property (the “Property”) from Friday Harbor Drug, Inc.(the “Landlord”) pursuant to that certain lease agreement entered into   (the “Lease”) which is attached hereto as Exhibit A; and  \nWHEREAS, to facilitate the sale, Seller is willing to make the representations, covenants, warranties and indemnities set forth in this Agreement.  \nNOW, THEREFORE, in consideration of the covenants, promises, and agreements contained in this Agreement, the parties agree as follows:  \n1.  Purchase and Sale of Assets. On the terms and subject to the conditions of this Agreement, and in reliance upon the representations and warranties of Seller and Purchaser contained in this Agreement , Purchaser agrees to buy from Seller and Seller agrees to sell to Purchaser certain assets of Seller relating to the Business described as follows (the \"Assets\"):  \n1.1  Building. All of Seller’s right, title and interest in the Building.  \n1.2  FF&E. All Seller’s furniture, fixtures, and equipment (“FF&E”) listed on Exhibit B hereto to be purchased at a price mutually agreed upon by the parties prior to Closing.  \n1.3  Inventory. All of Seller’s inventory to be purchased at invoice cost.  \n1.4 Accounts Receivable. All Seller’s accounts receivable to be purchased at face value.  \n1.5  Goodwill and Intangible Assets. Goodwill and contract rights, intellectual property, all patient lists, all cell and other telephone numbers, domain names, URL’s and certain business records to be identified by the parties prior to Closing.  \n1.6  Lease. Seller’s interest in the Lease.  \n1.7 Assigned Agreements. Seller’s interest in any assigned agreements which are listed on Exhibit C hereto.  \n1.8  Lists. Sellers’ current list of customers and patients.  \n1.9  Medical Records. All patient medical records.  \n1.10  Permits. All permits used in the Business.  \n1.11  Other Assets. All other assets whether tangible or intangible, not expressly mentioned which, as of the Closing Date, are solely related to the Business and are owned by Seller or in which Seller has an assignable right, title or interest including, without limitation, any licenses or permits related to running an Assisted Living Facility.  \n2.  Excluded Assets. Seller shall retain those assets listed on Exhibit D hereto, which shall be excluded from the sale.  \n3.  Due Diligence Period. Purchaser shall have one hundred and twenty days (120) days following mutual execution of this Agreement to conduct a study of all aspects of the Business and this transaction (the “Due Diligence Period”) , including, without limitation, the following:  \na. Review of Seller’s financial statements.  \nb. Site visits, including inspections of buildings and equipment.  \nc. Review of non-redacted accounts receivable aging information.  \nd. Review of all non-redacted salary schedules, commission programs, bonus programs, and written employment contracts or agreements.  \ne. Review of all benefit plans, including vacation, sick and 401(k) .  \nf. Review of detailed inventory information, including current inventory, twelve (12) months or more of sales history, and cost of goods.  \ng. Conduct random price audits to verify costing of inventory.  \nh. Review of all contracts for phone, VoIP, HR services, IT equipment and software.  \ni. Review of non-redacted ","cbCairSJx5DyZwlV","https://ap.wps.com/l/cbCairSJx5DyZwlV","pdf",245819,22,"English","# Purchase and Sale of Assets\n## Purchased Assets\n## Excluded Assets\n# Due Diligence Period\n## Right of Entry and Termination\n## Cooperation and Confidentiality","[{\"question\":\"What assets are included in the sale under this agreement?\",\"answer\":\"The agreement includes the building, FF\\u0026E, inventory, accounts receivable, goodwill and intangible assets, the Seller’s interest in the lease, assigned agreements, customer and patient lists, medical records, permits, and other business-related assets not expressly excluded.\"},{\"question\":\"What is the due diligence period and what does it cover?\",\"answer\":\"Purchaser receives 120 days after mutual execution to study the business and transaction, including review of financial statements, site visits, non-redacted accounts receivable aging, employment and benefit plans, inventory details, price audits, and relevant contracts.\"},{\"question\":\"How are liabilities handled at closing?\",\"answer\":\"Purchaser does not assume Seller’s liabilities except those listed on Exhibit E. Seller discharges liens at or prior to closing and pays its debts in the ordinary course of business.\"}]","Asset Purchase Agreement - Asset Purchase Agreement | PDF",1789569522]