Common use of Post-Closing Escrow Clause in Contracts

Post-Closing Escrow. In addition, during the period commencing on the Closing Date and ending on the one year anniversary of the Closing Date (or, in the event that any claim, action or suit is then pending by Buyer against Seller for a breach of a then-surviving representation, warranty or post-Closing covenant or indemnity of Seller (a “Post-Closing Claim”), until the final, non-appealable resolution of such Post-Closing Claim) (the “Holdback Period”), Existing Owner shall maintain funds (the “Post-Closing Escrow Funds”) in the amount of Two Million Dollars ($2,000,000) in the Holdback Escrow in accordance with the Holdback Escrow Agreement. The Post-Closing Escrow Funds shall be disbursed for amounts due to Buyer and/or its assignees from Existing Owner and/or the Other Existing Owners pursuant to this Agreement and/or the Other Property Purchase Agreements. The Parties acknowledge and agree that the amount of the Post-Closing Escrow Funds is an aggregate amount to be for the benefit of Buyer and its assignees in accordance with both this Agreement and the Other Property Purchase Agreements. In addition to the Holdback Escrow, Guarantor has agreed to provide the Purchase Agreement Guaranty. The execution and delivery to Buyer of the Purchase Agreement Guaranty shall not be deemed to limit any rights of Buyer under the Holdback Escrow Agreement and the execution and delivery to Buyer of the Holdback Escrow Agreement shall not be deemed to limit any rights of Buyer under the Guaranty; provided, however, that so long as the same does not prejudice or limit any rights of Buyer in connection with its rights under the Guaranty, Buyer agrees to pursue any Post-Closing Claim under the Holdback Escrow Agreement prior to pursuing such Post-Closing Claim against Guarantor. The provisions of this Section 7.3 shall survive the Closing for the Holdback Period. Any breach of a representation or warranty that occurs prior to Closing of which Buyer had actual knowledge shall be solely governed by Section 13.1.

Post-Closing Escrow. In addition, during the period commencing on the Closing Date and ending on the one year anniversary of the Closing Date (or, in the event that any claim, action or suit is then pending by Buyer against Seller for a breach of a then-surviving representation, warranty or post-Closing covenant or indemnity of Seller (a “Post-Closing Claim”), until the final, non-appealable resolution of such Post-Closing Claim) (the “Holdback Period”), Existing Owner Seller shall maintain funds (the “Post-Closing Escrow Funds”) in the amount of Two Million Dollars ($2,000,000) in the Holdback Escrow in accordance with the Holdback Escrow Agreement. The Post-Closing Escrow Funds shall be disbursed for amounts due to Buyer and/or its assignees from Existing Owner Seller and/or the Other Existing Owners pursuant to this Agreement and/or the Other Property Purchase Agreements. The Parties acknowledge and agree that the amount of the Post-Closing Escrow Funds is an aggregate amount to be for the benefit of Buyer and its assignees in accordance with both this Agreement and the Other Property Purchase Agreements. In addition to the Holdback Escrow, Guarantor has agreed to provide the Purchase Agreement Guaranty. The execution and delivery to Buyer of the Purchase Agreement Guaranty shall not be deemed to limit any rights of Buyer under the Holdback Escrow Agreement and the execution and delivery to Buyer of the Holdback Escrow Agreement shall not be deemed to limit any rights of Buyer under the Guaranty; provided, however, that so long as the same does not prejudice or limit any rights of Buyer in connection with its rights under the Guaranty, Buyer agrees to pursue any Post-Closing Claim under the Holdback Escrow Agreement prior to pursuing such Post-Closing Claim against Guarantor. The provisions of this Section 7.3 shall survive the Closing for the Holdback Period. Any breach of a representation or warranty that occurs prior to Closing of which Buyer had actual knowledge shall be solely governed by Section 13.1.

Post-Closing Escrow. In additionAt closing, during the period commencing Escrow Cash shall be placed into an escrow account (the "Escrow Account"). Upon receipt of Seller's written consent (which consent will not be withheld or conditioned unless Seller has a good-faith, reasonable objection to any Buyer claim under this section), Buyer may withdraw from the Escrow Account an amount equal to pay all claims, liabilities and obligations of the Seller as more specifically provided in Section 12.1(a) through (f). Any disputed claims regarding the Escrow Account will be submitted to binding arbitration, as more fully described in the Escrow Agreement, and the prevailing party in such binding arbitration will be entitled to collect its attorney's fees and costs from the non-prevailing party. The Escrow Account shall be held in an interest bearing account. The Escrow Agent will disburse to the Seller any funds remaining in the Escrow Account on the Closing Date and ending on the one year first anniversary of the Closing Date date of the date of Closing, unless (or, in the event that any i) a claim, action, suit or proceeding for indemnification has been commenced in good faith by the Buyer and notice of this action or suit is then pending a request for disbursement has been provided by the Buyer against to the Escrow Agent and Seller and (ii) after such action has been commenced or request for a breach of a then-surviving representationdisbursement made, warranty or post-Closing covenant or indemnity of neither Seller (a “Post-Closing Claim”), until nor Buyer has sent written notice to the final, non-appealable resolution of such Post-Closing Claim) (other and Escrow Agent disputing the “Holdback Period”), Existing Owner shall maintain funds (the “Post-Closing Escrow Funds”) in disbursement. Only the amount of Two Million Dollars any such disputed claim shall be withheld by the Escrow Agent and not disbursed by Escrow Agent to the Seller. At Closing, Escrow Agent, Buyer and Seller shall enter into an escrow agreement ($2,000,000the "Escrow Agreement") consistent with the foregoing provisions in the Holdback Escrow in accordance with the Holdback Escrow Agreement. The Post-Closing Escrow Funds shall be disbursed for amounts due to Buyer and/or its assignees from Existing Owner and/or the Other Existing Owners pursuant to this Agreement and/or the Other Property Purchase Agreements. The Parties acknowledge and agree that the amount of the Post-Closing Escrow Funds is an aggregate amount to be for the benefit of Buyer and its assignees in accordance with both this Agreement and the Other Property Purchase Agreements. In addition to the Holdback Escrow, Guarantor has agreed to provide the Purchase Agreement Guaranty. The execution and delivery to Buyer of the Purchase Agreement Guaranty shall not be deemed to limit any rights of Buyer under the Holdback Escrow Agreement and the execution and delivery to Buyer of the Holdback Escrow Agreement shall not be deemed to limit any rights of Buyer under the Guaranty; provided, however, that so long form attached hereto as the same does not prejudice or limit any rights of Buyer in connection with its rights under the Guaranty, Buyer agrees to pursue any Post-Closing Claim under the Holdback Escrow Agreement prior to pursuing such Post-Closing Claim against Guarantor. The provisions of this Section 7.3 shall survive the Closing for the Holdback Period. Any breach of a representation or warranty that occurs prior to Closing of which Buyer had actual knowledge shall be solely governed by Section 13.1.Exhibit M.

Post-Closing Escrow. In additionAt Closing, during the period commencing on the Closing Date Buyer (and, at Buyer’s election, Buyer’s Operator) and ending on the one year anniversary of the Closing Date (or, in the event that any claim, action or suit is then pending by Buyer against Seller for a breach of a then-surviving representation, warranty or post-Closing covenant or indemnity of Seller (a “Post-Closing Claim”), until the final, non-appealable resolution of such Post-Closing Claim) (the “Holdback Period”), Existing Owner shall maintain funds enter into an escrow agreement (the “Post-Closing Escrow FundsAgreement”) in with Escrow Agent pursuant to which Seller shall deposit $300,000 (the amount “Post-Closing Escrow Deposit”) with Escrow Agent at Closing. Prior to the expiration of Two Million Dollars ($2,000,000) in the Holdback Due Diligence Period, Escrow in accordance with Agent, Buyer and Seller shall agree upon the Holdback form of the Post-Closing Escrow Agreement, and immediately following the expiration of the Due Diligence Period, the form of Post-Closing Escrow Agreement shall be automatically attached to this Agreement as Exhibit J hereto without any further action of the parties; provided, however, that Seller agrees to execute any amendment, letter agreement, or other documentation reasonably required by Buyer to memorialize the attachment of the Post-Closing Escrow Agreement as an exhibit to this Agreement. The Post-Closing Escrow Funds Deposit shall be disbursed for amounts due to Buyer and/or its assignees from Existing Owner and/or the Other Existing Owners held by Escrow Agent pursuant to the terms and conditions set forth in the Post-Closing Escrow Agreement. As more particularly set forth in the Post-Closing Escrow Agreement, the Post-Closing Escrow Deposit shall be held for the purpose of satisfying: (i) any liabilities or obligations of Seller pursuant to the terms of this Agreement, including, but not limited to, Seller’s obligations under Section 17.1 of this Agreement, and (ii) any liabilities or obligations of Operators under the Operations Transfer Agreement and/or and including, but not limited to, any liabilities or obligations to Medicare or Medicaid assessed after the Other Property Purchase AgreementsClosing Date on account of cost report settlements and other recoupments and chargebacks with respect to Seller’s operation of the Facilities prior to the Closing Date. The Parties acknowledge Subject to the terms and agree that the amount conditions of the Post-Closing Escrow Funds is an aggregate amount to be for Agreement, undisbursed amounts from the benefit of Buyer and its assignees in accordance with both this Agreement and the Other Property Purchase Agreements. In addition to the Holdback Escrow, Guarantor has agreed to provide the Purchase Agreement Guaranty. The execution and delivery to Buyer of the Purchase Agreement Guaranty shall not be deemed to limit any rights of Buyer under the Holdback Escrow Agreement and the execution and delivery to Buyer of the Holdback Escrow Agreement shall not be deemed to limit any rights of Buyer under the Guaranty; provided, however, that so long as the same does not prejudice or limit any rights of Buyer in connection with its rights under the Guaranty, Buyer agrees to pursue any Post-Closing Claim under the Holdback Escrow Agreement prior to pursuing such Post-Closing Claim against Guarantor. The provisions of this Section 7.3 shall survive the Closing for the Holdback Period. Any breach of a representation or warranty that occurs prior to Closing of which Buyer had actual knowledge Deposit shall be solely governed by Section 13.1released to Seller on the date that is twenty-four (24) months following the date of Closing.