Resident Trust Funds. Schedule 3.07 attached hereto sets forth an accounting of all resident trust funds (the “Trust Funds”) being held by Existing Operators as of the Effective Date for each Facility, including the names of the residents for whom such Trust Funds are held and the corresponding balance. On the Closing Date, Existing Operators, with the cooperation of New Operators, shall transfer the Trust Funds (held by the Existing Operators as of the Closing Date) to bank accounts designated by New Operators, and New Operators shall, upon receipt of such Trust Funds, execute and deliver a Resident Trust Fund Closeout Report which acknowledges the receipt of such funds and which provides that New Operators shall expressly assume all Existing Operators’ financial and custodial obligations with respect thereto arising after the Closing Date. On and after the Closing Date, New Operators shall assume all such obligations and be directly accountable to the residents of each Facility and to any applicable Governmental Authorities, for the Trust Funds transferred to them. Existing Operators shall remain responsible for deficiencies in the Trust Funds existing on and prior to the Effective Date. Sellers and Existing Operators shall indemnify New Operators’ Indemnified Parties for any liabilities or obligations relating to or arising out of such deficiencies in the Trust Funds on and prior to the Effective Date. New Operators shall indemnify Existing Operators’ Indemnified Parties (as defined in Section 5.03 hereof) for any liabilities or obligations relating to or arising out of such deficiencies in the Trust Funds on and after the Closing Date.
Resident Trust Funds. On the Closing Date, or such earlier date as may be required by applicable legal requirements, each Seller shall furnish to Buyer a full and accurate accounting of all personal funds, if any, of residents of the Properties that such Seller holds in a custodial capacity (“Resident Trust Funds”) and shall transfer such Resident Trust Funds to Buyer at Closing (the transfer of which may be effectuated by way of Buyer receiving a credit against the Purchase Price in a cumulative amount equal to funds on the Settlement Statements except as otherwise required by Legal Requirements), except to the extent prohibited by law from doing so, in which event, contemporaneously with the Closing, the applicable Sellers shall transfer all Resident Trust Funds, if any, to the resident for which such funds were being held, and the applicable Seller shall request that each resident receiving funds execute and deliver to the applicable Seller an acknowledgment of receipt of such funds and Buyer shall have no obligations or responsibilities with respect thereto.
Resident Trust Funds. New Manager shall have executed and delivered the Assignment of Resident Trust Funds.
Resident Trust Funds. On the Closing Date, or such earlier date as may be required by applicable legal requirements, Seller shall furnish to Purchaser a full and accurate accounting of all personal funds, if any, of residents of the Facility that Seller holds in a custodial capacity (“Resident Trust Funds”). Contemporaneously with the Closing, Seller shall transfer all Resident Trust Funds, if any, to the resident for which such funds were being held, and Seller shall request that each resident receiving funds execute and deliver to Seller an acknowledgment of receipt of such funds.
Resident Trust Funds. At the Closing, the Resident Trust Funds will be provided by the Seller. All Resident Trust Fund reconciliations and records will be provided to the Purchaser at the Closing.
Resident Trust Funds. All resident trust funds held for the benefit of residents of the Business are in balance and will be in balance at Closing. Any deficiencies in resident trust funds revealed by audits of Buyer or state agencies relating to operations of the Business prior to Closing shall be paid or refunded by Sellers and Owners.
Resident Trust Funds. On the Closing Date, Seller shall deliver to Buyer an accounting and inventory of (a) any and all sums which Seller is holding, or is charged with holding, for or for the account of the Residents of the Facilities on the Closing Date, (b) any interest or payment in lieu of interest accruing before Closing on any such sums under the provisions of any occupancy agreement or instrument related thereto, or under applicable law, for which Seller is liable to the Residents and which has not been paid to the Residents before Closing, and (c) any and all property of the Residents being held by Seller as of the Closing Date in trust for Residents (collectively, “Resident Trust Funds”), together with a schedule listing each such Resident, the amount of Cash being held by Seller for or on account of such Resident, the respective Resident occupancy agreement under which it is being held and the manner in which the amount thereof was calculated, which schedule shall be certified by Seller to Buyer as being true, accurate and complete in all respects. On the Closing Date, Seller shall transfer the Resident Trust Funds to Buyer and Buyer shall accept the same in trust for the Residents and be solely accountable to the Residents for such Resident Trust Funds in accordance with the terms of this Agreement, the Residents’ occupancy agreements and applicable statutory and regulatory requirements. Buyer shall have no responsibility to the applicable Resident or regulatory authority with respect to any Resident Trust Funds delivered by Seller to Buyer for claims which arise or from actions or omissions of Seller with respect to the Resident Trust Funds occurring before the Closing Date. Seller shall have no responsibility to the applicable Resident or regulatory authority with respect to any Resident Trust Funds delivered to Buyer for claims which arise from actions or omissions of Buyer with respect to the Resident Trust Funds occurring on or after the Closing Date. Buyer shall indemnify Seller against any liability to any such Resident or Tenant or other Person for any Resident Trust Funds delivered to Buyer, as aforesaid, and Seller shall indemnify Buyer against any liability to any Resident for any Resident Trust Funds not delivered to Buyer, as aforesaid, each of which obligations shall survive Closing.
Resident Trust Funds. New Operator shall have executed and delivered the Assignment of Resident Trust Funds.
Resident Trust Funds. Existing Operator shall have executed and delivered an assignment and assumption of Resident Trust Funds substantially in the form and substance of Exhibit 6.6 (“Assignment of Resident Trust Funds”), attached hereto and made a part hereof.
Resident Trust Funds. Each Company and Facility has complied in all material respects with all Laws relating to resident deposits in the possession of such Company made by or on behalf of residents of each Facility or other privately funded accounts for residents’ personal use (the “Trust Accounts”).
