ASSET PURCHASE AGREEMENT

Exhibit 10.26

ASSET PURCHASE AGREEMENT

BY AND AMONG

DIAKON LUTHERAN SOCIAL MINISTRIES
TRESSLER LUTHERAN SERVICES,
THE LUTHERAN WELFARE SERVICE OF NORTHEASTERN PENNSYLVANIA,
INC.,
THE LUTHERAN HOME AT TOPTON, PENNSYLVANIA
AND
SUSQUEHANNA HOUSING, INC.
(“SELLER”)

AND

RE SELINSGROVE, LLC
RE MIFFLIN, LLC
RE HAZLETON, LLC
RE POTTSVILLE, LLC
RE NEW BLOOMFIELD, LLC
RE MILLERSBURG, LLC
RE EVERETT, LLC
RE FROSTBURG, LLC
RE SALISBURY, LLC
(“BUYER”)

AND

OP SELINSGROVE, LLC
OP MIFFLIN, LLC
OP HAZELTON, LLC
OP POTTSVILLE, LLC
OP NEW BLOOMFIELD, LLC
OP MILLERSBURG, LLC
OP EVERETT, LLC
OP FROSTBURG, LLC
OP SALISBURY, LLC
(“BUYER’S OPERATORS”)

Dated as of February 15, 2005

TABLE OF CONTENTS

1.		SALE OF ASSETS AND ASSUMPTION OF LIABILITIES							2
			1.1			Assets			2
			1.2			Excluded Assets			3
			1.3			Assumed Liabilities			3
			1.4			Excluded Liabilities			4
2.		FINANCIAL ARRANGEMENTS							4
			2.1			Purchase Price			4
			2.2			Allocation of Purchase Price			5
			2.3			Purchase Price Adjustments			5
			2.4			Prorations			5
3.		CLOSING							6
			3.1			Closing			6
			3.2			Actions of Seller at Closing			6
			3.3			Actions of Buyer at Closing			7
4.		REPRESENTATIONS AND WARRANTIES OF SELLER							8
			4.1			Capacity			9
			4.2			Corporate Powers; Consents; Absence of Conflicts With Other Agreements			9
			4.3			No Affiliates			9
			4.4			Binding Agreement			10
			4.5			Financial Statements			10
			4.6			Licenses			10
			4.7			Patents; Trademarks, Etc			11
			4.8			Medicare Participation/Accreditation			11
			4.9			Legal and Regulatory Compliance			11
			4.10			The Contracts			12
			4.11			Excluded Contracts			12
			4.12			Inventory and Supplies			13
			4.13			Equipment			13
			4.14			Real Property			13
			4.15			Condition of Assets			15
			4.16			Brokers and Finders			15
			4.17			Insurance			15
			4.18			Employee Benefit Plans			16
			4.19			Employees and Employee Relations			16
			4.20			Litigation or Proceeding			17
			4.21			Condemnation and Assessments			17
			4.22			Taxes			17
			4.23			Post-Balance Sheet Results			18
			4.24			Payments			18

			4.25			Certain Affiliate Transactions			19
			4.26			Environmental Matters			19
			4.27			Construction in Progress			20
			4.28			Computer Software, Etc			21
			4.29			Immigration Act			21
			4.30			Reports, Statements and Copies			21
			4.31			Chief Executive Office			21
			4.32			HIPAA Compliance			22
			4.33			Disclosure			22
5.		REPRESENTATIONS AND WARRANTIES OF BUYER							22
			5.1			Corporate Capacity			22
			5.2			No Conflicts			23
			5.3			Corporate Powers; Consents; Absence of Conflicts With Other Agreements, Etc			23
			5.4			Financial Statements			23
			5.5			Binding Effect			24
			5.6			Brokers and Finders			24
			5.7			Disclosure			24
6.		COVENANTS OF SELLER							24
			6.1			Access and Information			24
			6.2			Operations			25
			6.3			Negative Covenants			26
			6.4			Governmental Approvals			26
			6.5			Exclusive Agreement			27
			6.6			Closing Conditions			27
			6.7			Employees			27
			6.8			Cooperation			27
7.		COVENANTS OF BUYER							27
			7.1			Governmental Approval			27
			7.2			Survey			28
			7.3			Closing Conditions			28
			7.4			Cooperation			28
			7.5			Employees			28
			7.6			Meetings at Facilities			29
			7.7			Financing Commitment			29
			7.8			Title and Survey Matters			29
8.		CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER							30
			8.1			Representations/Warranties			30
			8.2			Opinion of Seller’s Counsel			30
			8.3			Pre-Closing Confirmations			31
			8.4			Action/Proceeding			31
			8.5			No Adverse Change			31

			8.6			Vesting/Recordation			32
			8.7			Title to Real Estate			32
			8.8			Recent Agreements and Commitments			32
			8.9			Closing Documents			32
			8.10			Casualty			32
			8.11			Consents to Assignments			33
			8.12			Appraisal			33
			8.13			Environmental Survey and Physical Plant Inspections			33
			8.14			Financial Statements			33
			8.15			Due Diligence			33
			8.16			Allocation of Purchase Price			34
			8.17			Financing			34
9.		CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER							34
			9.1			Representations/Warranties			34
			9.2			Opinion of Buyer’s Counsel			34
			9.3			Action/Proceeding			35
			9.4			Pre-Closing Confirmations			35
			9.5			Extraordinary Liabilities/Obligation			35
			9.6			Allocation of Purchase Price			35
10.		NONCOMPETITION							36
			10.1			Restrictions			36
			10.2			Enforcement			36
11.		ADDITIONAL AGREEMENTS							36
			11.1			Termination Prior to Closing			36
			11.2			Post-Closing Access to Information			37
			11.3			Preservation and Access to Patient Records After the Closing			37
			11.4			Tax, Medicare, and Medicaid Effect			38
			11.5			Seller’s Cost Reports			38
			11.6			Employee Matters			38
			11.7			Press Releases			39
			11.8			Non-Transfer of Assets			39
12.		INDEMNIFICATION							40
			12.1			Indemnification by Seller			40
			12.2			Limitations/Seller			41
			12.3			Indemnification by Buyer			41
			12.4			Limitations/Buyer			41
			12.5			Indemnification Threshold			42
			12.6			Indemnification Procedure			42
			12.7			Survival of Representations			43
			12.8			Other Indemnities Included Herein			43

13.		GENERAL							43
			13.1			Interpretation			43
			13.2			Schedules			44
			13.3			Consented Assignment			45
			13.4			Consents, Approvals and Discretion			45
			13.5			Expenses; Legal Fees and Costs			45
			13.6			Choice of Law; Arbitration			46
			13.7			Benefit Assignment			46
			13.8			Accounting Date			46
			13.9			No Third-Party Beneficiaries			46
			13.10			Waiver of Breach			47
			13.11			Notices			47
			13.12			Severability			48
			13.13			Gender and Number			48
			13.14			Divisions and Headings			48
			13.15			Time of Essence			48
			13.16			Confidentiality			48
			13.17			Entire Agreement/Amendment			49
			13.18			Drafting			49
			13.19			Post Closing Period			49
			13.20			Incorporation by Reference			50

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of February 15, 2005, by and among DIAKON LUTHERAN SOCIAL MINISTRIES, TRESSLER LUTHERAN SERVICES, THE LUTHERAN WELFARE SERVICE OF NORTHEASTERN PENNSYLVANIA, INC., THE LUTHERAN HOME AT TOPTON, PENNSYLVANIA AND SUSQUEHANNA HOUSING, INC. (“Seller”) and RE SELINSGROVE, LLC, RE MIFFLIN, LLC, RE HAZLETON, LLC, RE POTTSVILLE, LLC, RE NEW BLOOMFIELD, LLC, RE MILLERSBURG, LLC and RE EVERETT, LLC, RE FROSTBURG, LLC, RE SALISBURY, LLC, (“Buyer”) AND OP SELINSGROVE, LLC, OP MIFFLIN, LLC, OP HAZELTON, LLC, OP NEW BLOOMFIELD, LLC,, OP MILLERSBURG, LLC, OP EVERETT, LLC, OP FROSTBURG, LLC AND OP SALISBURY, LLC (“BUYER’S OPERATORS).

WITNESSETH:

     WHEREAS, Seller owns and operates nursing homes, assisted living facilities and independent living facilities located throughout Pennsylvania and Maryland, specifically identified on Exhibit “A” attached hereto, (collectively referred to as the “Facilities”);

     WHEREAS, Seller has determined that it is best able to fulfill its charitable mission by delivering services to seniors at retirement living communities (independent living, assisted living and skilled nursing facilities on a single campus) and, therefore, has decided to sell the Facilities, which Facilities have only one or two components of retirement living services.

     WHEREAS, the board of directors and members of Seller have determined that it is in the best interest of Seller to sell substantially all assets, real, personal and mixed, tangible and intangible, owned or leased by Seller and associated with or employed in the operations of the Facilities, and substantially all other related operations owned, leased or managed by Seller which are used in or utilized by the Facilities (other than the Excluded Assets as hereinafter defined and provided) (such transferred assets being referred to as the “Assets” and the Facilities and such other operations conducted at the Facilities being referred to collectively as the “Business”) to Buyer;

     WHEREAS, subject to the terms and conditions hereof, Buyer desires to acquire the Assets under the terms and conditions set forth herein.

     NOW, THEREFORE, for and in consideration of the premises, and the agreements, covenants, representations and warranties hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of all of which are forever acknowledged and confessed, the parties hereto, intending to be legally bound hereby, agree as follows:

1. SALE OF ASSETS AND ASSUMPTION OF LIABILITIES

1.1 Assets.

          Subject to the terms and conditions of this Agreement, Seller agrees to sell, convey, transfer and deliver to Buyer and Buyer agrees to purchase as of Closing (as hereinafter defined) all assets, real, personal and mixed, tangible and intangible owned or used by Seller and associated with or employed in the operation of the Business, other than the Excluded Assets, which assets shall include the following (collectively, the “Assets”): (i) fee or leasehold title to the real property described in Schedule 4.14 hereto, together with all improvements, buildings and fixtures located thereon or therein (collectively, the “Real Property”); (ii) all major, minor or other equipment, furniture and furnishings, including those listed on Schedule 4.13 hereto (“Equipment Depreciation Schedule”); (iii) all supplies and inventory used in the normal course of business or required by regulation; (iv) all prepaid expenses to the extent useable by Buyer which are not refundable to Seller; (v) claims of Seller for refunds against third parties and Seller’s rights to offset amounts against claims made by third parties with respect to Assumed Liabilities, all as of the Closing Date (as hereinafter defined); (vi) all resident medical and personnel records, subject to the conditions described on Schedule 1.1 (vi) (including, without limitation, all equipment records, medical/administrative libraries, medical records, documents, catalogs, books, records, files, and current personnel records); (vii) all of the interest of Seller in all commitments, contracts, leases, and agreements outstanding in respect of the Assets which are described in Schedule 4.10 and other contracts which constitute routine supply or service contracts pursuant to which Seller expects to pay or receive less than $5,000 for any one such contract or $50,000 for all such contracts during its current fiscal year, whether or not listed on Schedule 4.10, to the extent assignable and provided that such contracts may be terminated by Seller (and, if assigned, by Buyer) upon no more than 90 days notice (collectively, the “Contracts”), including all capital leases and operating leases described in Schedule 4.10 and/or any such operating and capital leases associated with copy and facsimile machines, postage meters, dishwashers, telephone systems and other equipment listed on Schedule 4.13 hereto, (the “Assumed Capital Leases”); (viii) all licenses and permits to the extent assignable, held by Seller relating to the ownership, development and operations of the Assets and the Business (including any pending or approved governmental approvals regarding the Business); (ix) all logos, names, trade names, trademarks and service marks (or variations thereof) associated with the Assets and the Business, all of which are set forth on Schedule 4.7; (“Intellectual Property”) (excluding the names: Diakon Lutheran Social Ministries, Tressler Lutheran Services, The Lutheran Welfare Service of Northeastern Pennsylvania, Inc., Lutheran Services Northeast and The Lutheran Home at Topton, Pennsylvania or variations thereof or any Facilities name that includes the word “Lutheran”); (x) subject to the terms and conditions imposed by lessors and licensers, all computer software, programs owned by or licensed to Seller or used in the conduct of the Business, all of which are set forth on Schedule 4.28 hereto (“Computer Software”); (xi) Seller’s goodwill in the Business, including the fictitious names; (xii) all telephone numbers associated with the Business; (xiii) all certificates of need and provider agreements, to the extent transferable; and (xiv) Seller’s interest in all property, real, personal and mixed, tangible and intangible, arising or acquired in the ordinary course of Seller’s Business between the date hereof and Closing which are not otherwise Excluded Assets subject to Section 1.2 below. Except as set forth on Schedule 4.13, Seller shall convey good title to the Assets and all parts thereof to

Buyer free and clear of all liens, pledges, rights of first refusal, options, restrictions, encumbrances, liabilities, claims, assessments, security interests and defects in title, except as permitted or provided herein to the contrary.

1.2 Excluded Assets.

          Any provision hereof to the contrary notwithstanding, the following items which are related to the Assets are not intended by the parties to be a part of the sale and purchase hereunder and are excluded from the Assets (collectively, the “Excluded Assets”): (i) assets reflected on the Financial Statements (as hereinafter defined) in the entries entitled: “Cash and cash equivalents,” “Accounts Receivable (as of the Closing Date) and “Investments”; (ii) pension plan assets; (iii) rights to settlements and retroactive adjustments, if any, for cost reporting periods ending on or prior to the Closing Date arising from or against the United States government under the terms of the Medicare program and against the Commonwealth of Pennsylvania under the Medicaid program and against Blue Cross and Blue Shield and other third-party payor programs; (iv) all equipment, inventory and prepaid expenses disposed of or exhausted prior to Closing in the ordinary course of business; (v) the Excluded Contracts (as hereinafter defined); (vi) all suits, claims, judgments, and causes of action by and in favor of Seller; (vii) all refunds, rebates or other payments from the Bureau of Workers’ Compensation attributable to periods prior to Closing; (viii) all prepaid expenses, taxes, or other refunds and other claims or choses in action of the Seller, other than identified in Section 1.1(iv) above; (ix) any other refunds due from any person or entity, including governmental entities not set forth herein, the right to which arose prior to Closing; (x) all prepayments of other insurance on the Assets pro-rated to the date of the Closing; (xi) assets encumbered by capital leases not assumed by Buyer and as identified as an Excluded Contract; (xii) self-insurance trust funds; (xiii) Seller’s corporate minute books and any other records which Seller, by law, is required to retain in its possession, provided, however, that reasonable access will be granted to the Buyer, such policies and procedures to be transitioned to Buyer over the course of the Transition Period described in Section 13.19; (xiv) all personal items belonging to residents and employees in the Facilities; (xv) donor — restricted assets and future charitable gifts; (xvi) the assets related to the low income housing units at Frostburg Village (the “Housing Units”); (xvii) assets with historic value as listed on Schedule 1.2; and (xviii) such other assets, if any, as are set forth on Schedule 1.2 hereto.

1.3 Assumed Liabilities.

          As of the Closing Date, Buyer shall assume and agree to pay, perform and discharge the obligations of Seller under the Contracts arising subsequent to the Closing Date, plus those other liabilities disclosed on Schedule 1.3 (collectively, the “Assumed Liabilities”), plus: (i) Seller’s contractual obligations under current resident agreements, assuming no future service obligations (as defined in the AICPA Audit Guide for Health Care Organizations, Chapter 14, formerly known as Statement of Position 90-8, Financial Accounting and Reporting by Continuing Care Retirement Communities); (ii) all unearned resident entrance fees; (iii) all deferred revenue for future services and residents’ advance deposits; and (iv) the contractual obligations under certain service contracts of Seller related to pharmacy, food service, housekeeping and laundry for a period of not less than one (1) year after Closing; and (v) all liability and payment obligations related to Seller’s commitment or obligation to pay any person

or entity serving as guardian of the person of any Facility residents. Seller and Buyer agree that Buyer shall assume and perform the obligations of Seller arising subsequent to the Closing Date under each of the Contracts, regardless of whether consent to the assignment of each such Contract is required but not obtained; provided, however, that Seller shall indemnify and hold Buyer harmless from and against any claim related to failure to obtain consent made against Buyer by any party to a Contract that consent to the assignment of such Contract by Seller to Buyer is required but has not been obtained.

1.4 Excluded Liabilities.

          Except for the Assumed Liabilities, Buyer shall not assume or be obligated to pay nor shall the Assets be subject to or bound by any liability of Seller, whether fixed or contingent, recorded or unrecorded, including the following (collectively, the “Excluded Liabilities”): (i) the accounts payable of Seller; (ii) accrued expenses of Seller; (iii) prorated portions of capital lease obligations of Seller attributable to periods before the Closing as set forth on Schedule 1.4; (iv) any gain on sale and any recapture that may be recognized under the Medicare, Medicaid and other third-party payor programs based on the transactions herein contemplated; (v) long-term debt of Seller (including the current portion thereof); (vi) liabilities associated with any pension plan, welfare benefit plan, or any other benefit plan or arrangement sponsored by Seller; (vii) third-party payor settlements and retroactive adjustments, if any, for cost reporting periods ending on or prior to the Closing Date arising under the Medicare Program, the Medicaid Program and other third-party payor programs; (viii) liabilities or obligations arising out of any breach by Seller of any Contract; (ix) the Excluded Contracts; (x) professional liability claims or other claims for acts or omissions of Seller occurring prior to Closing; (xi) employee claims made by employees of Seller for acts or omissions on or prior to the Closing; and (xii) Seller’s liability for the mortgage (the “Mortgage”) related to the Housing Units.

2. FINANCIAL ARRANGEMENTS

2.1 Purchase Price.

          2.1.1.  Subject to the terms and conditions hereof, Buyer agrees to assume at Closing the Assumed Liabilities and tender to Seller Eighty-Two Million Dollars ($82,000,000.00) (the “Purchase Price”). The Purchase Price will be paid at Closing as follows:

          (a) Eight hundred twenty-thousand dollars ($820,000) (the “Deposit”) shall be paid by Buyer as follows: In cash within five (5) days following execution of this Agreement, fifty-percent of which or Four Hundred and Ten Thousand Dollars ($410,000.00) shall be paid in Cash (the “Cash Deposit”) and the other fifty percent or $410,000.00 shall be paid with or secured promissory note from Tandem Health Care, Inc. to Seller (the “Note Deposit”); provided, however, that Seller shall return the Note Deposit to Buyer upon Seller’s receipt from Buyer of evidence that Buyer has obtained binding commitments in the form of debt and equity financing satisfactory to Buyer as set forth in Section 8.17. The Cash Deposit shall be deposited in an interest bearing account, and all interest earned on the Cash Deposit shall belong to Buyer. The Cash Deposit shall be applied against the Purchase Price at Closing. If the Closing does not occur, the Cash Deposit shall be paid as follows: If Buyer does not close the Transaction with

Seller because of Buyer’s breach of the Agreement, or if Buyer does not obtain financing sufficient to close the transaction, then Seller shall retain the Deposit. If the Seller beaches the Agreement, or if the Closing does not occur for any other reason including, without limitation, regulatory disapprovals, then the Deposit shall be returned in full, along with any accrued interest, to the Buyer.

          (b) At the Closing, Buyer shall pay to Seller, by wire transfer, the total amount of the Purchase Price less the Cash Deposit, which amount is equal to Eighty-One Million Five Hundred Ninety Thousand Dollars ($81,590,000).

2.2 Allocation of Purchase Price.

          Seller and Buyer shall agree prior to Closing to an allocation (the “Allocation”) of the Purchase Price among the various classes of Assets and the covenant not to compete set forth in Section 10 consistent with the financing appraisal received by Buyer in accordance with Section 8.12 hereof, and, with respect to any allocation made to intangible assets, in accordance with Financial Accounting Standards Board Statement 141, Appendix A. The parties agree that any tax returns or other tax information they may file or cause to be filed with any governmental agency shall be prepared and filed consistently with the Allocation.

2.3 Purchase Price Adjustments.

          In accordance with the terms of this Agreement, the Purchase Price shall be adjusted on the Closing Date for any amounts which are due and payable by either party to the other on the Closing Date or which are to become due and payable after the Closing Date which are attributable to services or goods received or taxes associated with the period prior to Closing, and any amounts which are paid prior to the Closing Date which are attributable to services or goods to be received or taxes associated with the period subsequent to Closing, with respect to (i) the Contracts; (ii) ad valorem taxes, if any, on the Assets; (iii) property taxes on the Assets; and (iv) utilities (the “Prorations”).

2.4 Prorations.

          The parties agree that the Pennsylvania Department of Public Welfare (“DPW”) Intergovernmental Transfer Agreement payment (“Payment”) related to the Assets for the period from July 1, 2004 to June 30, 2005, shall be allocated on the basis of calendar days prior to and after the Closing as between the Seller and Buyer. The party that receives such payment shall remit the applicable pro rata share of such payment to the other party within seventy-two (72) hours of receipt. To the extent not otherwise prorated pursuant to this Agreement, Buyer and Seller shall prorate as of Closing power and other utility charges, real estate and personal property lease payments, interest and real estate and personal property taxes, plus all other income and expenses which are normally prorated upon the sale of assets of a going concern, provided that once final invoices for such taxes are sent out by the taxing authorities, Buyer and Seller shall adjust such prorations promptly to reflect the final amount of taxes due. As to power and utility charges, “final readings” as of Closing will be ordered from the utilities. Seller shall be entitled to the return of any deposits paid to such utilities or such deposits may be applied by

Seller to its payment pursuant to the preceding sentence. If any of the aforesaid prorations cannot be calculated accurately on Closing (except for taxes which, if necessary, shall be initially prorated at Closing using the prior year’s invoices with final adjustment only after final invoices are delivered), then the same shall be calculated and payment made within 60 days after Closing.

3. CLOSING

3.1 Closing.

          Subject to the satisfaction or waiver by the appropriate party of all the conditions precedent to Closing specified in Articles 8 and 9 hereof, the consummation of the transactions (the “Closing”) shall take place at the offices of Buchanan Ingersoll Professional Corporation, One Oxford Centre, 301 Grant Street, 20th Floor, Pittsburgh, Pennsylvania, 15219, at 8:30 a.m. on or before March 31, 2005 or at such later or earlier date and/or such other location as the parties hereto may mutually agree in writing or as otherwise provided in this Agreement (the “Closing Date”). The Closing shall be effective as of 12:01 a.m. then prevailing Eastern time on April 1, 2005 (the “Effective Time”).

3.2 Actions of Seller at Closing.

          At the Closing and unless otherwise waived in writing by Buyer, Seller shall deliver to Buyer the following:

          3.2.1 Deeds containing special or limited warranty of title, duly executed by Seller in recordable form, conveying to Buyer good and marketable fee title to the Real Property described in Schedule 4.14, subject only to the liens and encumbrances permitted herein;

          3.2.2 General Bills of Sale and Assignment duly executed by Seller, conveying to Buyer good and valid title to all tangible and intangible assets which are a part of the Assets and owned by Seller, which title shall be free and clear of all liens, security interests, pledges, rights of first refusal, options, restrictions, encumbrances, and defects in title, except for current taxes not yet due and payable and except as provided or permitted herein;

          3.2.3 Assignments of Contracts, duly executed by Seller conveying to Buyer Seller’s interest in the Contracts and in all Assets which are leased by Seller;

          3.2.4 Copy of resolutions duly adopted by the board of directors and, members of Seller authorizing and approving the performance by Seller of the transactions set forth herein and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of Closing by an appropriate officer of Seller;

          3.2.5 Certificate of the President of Seller, in his or her official capacity, certifying that (a) each covenant and agreement of Seller to be performed prior to or as of Closing pursuant to this Agreement has been performed in all material respects, and (b) as of Closing all of the respective representations and warranties by or on behalf of Seller contained in this Agreement are true and correct in all material respects;

          3.2.6 Certificates of incumbency for the respective officers of Seller executing this Agreement or making certifications for Closing dated as of Closing;

          3.2.7 Certificate of existence and active status of Seller from the Pennsylvania Secretary of State, dated no earlier than ten (10) business days prior to Closing;

          3.2.8 A certificate from the Secretary of State of the State of Maryland, no earlier than ten (10) business days prior to Closing, showing that Seller is qualified to conduct business in Maryland.

          3.2.9 The opinion of Seller’s counsel as described in and provided by Section 8.2 hereof;

          3.2.10 Closing Statement that has been agreed to by each party;

          3.2.11 A current list of all employees of Seller employed at the Facilities, which shall include names, titles, rates of pay, vacation days, and any other compensation and benefits provided to such employees;

          3.2.12 Assignment of the fictitious trade name(s) in a form acceptable to the Pennsylvania Secretary of State;

          3.2.13 Assignment of the fictitious trade name(s) in a form acceptable to the Maryland Secretary of State;

          3.2.14 Seller will, on the Closing Date, transfer to Buyer all patient and/or resident funds presently held by Seller. Buyer agrees to assume custody of, and total responsibility for such accounts and deal with them in the fiduciary capacity required by law. Seller will indemnify and hold Buyer harmless from all liabilities, claims and demands in the event that the amount of funds, if any, transferred or assigned to Buyer does not represent the full amount of the funds then or thereafter shown to have been delivered to Seller as custodian;

          3.2.15 Wire instructions for payment of the Purchase Price less the Cash Deposit shall be delivered to Buyer prior to the Closing; and

          3.2.16 The executed Operations Transfer Agreement as set forth at Schedule 13.19.5.

          3.2.17 Such other instruments and documents, including consents to assignments of Contracts, as Buyer reasonably deems necessary to effect the transactions contemplated hereby.

3.3 Actions of Buyer at Closing.

          At the Closing and unless otherwise waived in writing by Seller, Buyer shall deliver to Seller the following:

          3.3.1 The Purchase Price in same-day funds less the Cash Deposit;

          3.3.2 An Assumption Agreement, duly executed by Buyer, assuming the future payment and performance of the Assumed Liabilities;

          3.3.3 One or more down-dated Title Commitments covering the Real Property as described in and provided by Section 8.7 hereof;

          3.3.4 Copies of resolutions duly adopted by the board of directors of the sole member of the Buyer authorizing and approving Buyer’s performance of the transactions set forth herein and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force a