Common use of Resident Trust Funds Clause in Contracts

Resident Trust Funds. On the Closing Date, Kindred shall deliver to New Operator an accounting and inventory, as of the third Business Day before the Closing Date, of (a) any and all sums which Kindred is holding, or is charged with holding, for or on account of the Residents of the Facility, including without limitation any security or similar deposit, (b) any interest or payment in lieu of interest on any such sums under the provisions of any occupancy agreement or instrument related thereto, or under applicable Law, for which Kindred is liable to the Residents and which has not been paid to the Residents and (c) any and all property of the Residents being held by Kindred 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 Kindred for or on account of such Resident and the personal property of such Resident being held in trust. Kindred shall provide to New Operator an accounting of the Resident Trust Funds as of the Effective Time within five Business Days after the Closing Date. On the Closing Date, Kindred shall transfer the Resident Trust Funds to New Operator and New Operator shall accept the same in trust for each Resident. Following the Delivery to New Operator, New Operator shall be solely accountable to the Residents for such transferred Resident Trust Funds in accordance with the terms of this Agreement, the Residents’ occupancy agreements and all applicable statutory and regulatory requirements. New Operator shall have no responsibility to the applicable Resident or regulatory authority with respect to any Resident Trust Funds delivered by Kindred to New Operator for claims which arise from actions or omissions of Kindred with respect to the Resident Trust Funds relating to a period ending on or before the delivery thereof to New Operator. Kindred shall have no responsibility to the applicable Resident or regulatory authority with respect to any Resident Trust Funds delivered to New Operator for claims which arise from actions or omissions of New Operator with respect to the Resident Trust Funds occurring after the delivery thereof to New Operator. New Operator shall indemnify Kindred against any liability to any such Resident or other Person for any Resident Trust Funds delivered to New Operator, as aforesaid, and Kindred shall indemnify New Operator against any liability to any Resident for any Resident Trust Funds not delivered to New Operator, as aforesaid, each of which obligations shall survive the Closing.

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, Kindred Existing Operators, with the cooperation of New Operators, shall deliver to New Operator an accounting and inventory, as of transfer the third Business Day before the Closing Date, of Trust Funds (a) any and all sums which Kindred is holding, or is charged with holding, for or on account of the Residents of the Facility, including without limitation any security or similar deposit, (b) any interest or payment in lieu of interest on any such sums under the provisions of any occupancy agreement or instrument related thereto, or under applicable Law, for which Kindred is liable to the Residents and which has not been paid to the Residents and (c) any and all property of the Residents being held by Kindred the Existing Operators as of the Closing Date in trust for Residents (collectivelyDate) to bank accounts designated by New Operators, “and New Operators shall, upon receipt of such Trust Funds, execute and deliver a Resident Trust Funds”), together with a schedule listing each such Resident, Fund Closeout Report which acknowledges the amount of Cash being held by Kindred for or on account receipt of such Resident funds and the personal property of such Resident being held in trust. Kindred which provides that New Operators shall provide to New Operator an accounting of the Resident Trust Funds as of the Effective Time within five Business Days expressly assume all Existing Operators’ financial and custodial obligations with respect thereto arising after the Closing Date. On and after the Closing Date, Kindred New Operators shall transfer the Resident Trust Funds to New Operator assume all such obligations and New Operator shall accept the same in trust for each Resident. Following the Delivery to New Operator, New Operator shall be solely directly accountable to the Residents residents of each Facility and to any applicable Governmental Authorities, for such transferred Resident the Trust Funds transferred to them. Existing Operators shall remain responsible for deficiencies in accordance with the terms of this Agreement, the Residents’ occupancy agreements Trust Funds existing on and all applicable statutory and regulatory requirements. New Operator shall have no responsibility prior to the applicable Resident or regulatory authority with respect to any Resident Trust Funds delivered by Kindred to New Operator for claims which arise from actions or omissions of Kindred with respect to the Resident Trust Funds relating to a period ending on or before the delivery thereof to New OperatorEffective Date. Kindred shall have no responsibility to the applicable Resident or regulatory authority with respect to any Resident Trust Funds delivered to New Operator for claims which arise from actions or omissions of New Operator with respect to the Resident Trust Funds occurring after the delivery thereof to New Operator. New Operator shall indemnify Kindred against any liability to any such Resident or other Person for any Resident Trust Funds delivered to New Operator, as aforesaid, Sellers and Kindred Existing Operators shall indemnify New Operator against any liability to any Resident Operators’ Indemnified Parties for any Resident liabilities or obligations relating to or arising out of such deficiencies in the Trust Funds not delivered on and prior to the Effective Date. New Operator, Operators shall indemnify Existing Operators’ Indemnified Parties (as aforesaid, each defined in Section 5.03 hereof) for any liabilities or obligations relating to or arising out of which obligations shall survive such deficiencies in the ClosingTrust Funds on and after the Closing Date.

Resident Trust Funds. On the Closing Date, Kindred Seller shall deliver to New Operator Buyer an accounting and inventory, as of the third Business Day before the Closing Date, inventory of (a) any and all sums which Kindred Seller is holding, or is charged with holding, for or on for the account of the Residents of the Facility, including without limitation any security or similar depositFacilities 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 Lawlaw, for which Kindred 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 Kindred 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 Kindred Seller for or on account of such Resident, the respective Resident occupancy agreement under which it is being held and the personal property of such Resident manner in which the amount thereof was calculated, which schedule shall be certified by Seller to Buyer as being held true, accurate and complete in trust. Kindred shall provide to New Operator an accounting of the Resident Trust Funds as of the Effective Time within five Business Days after the Closing Dateall respects. On the Closing Date, Kindred Seller shall transfer the Resident Trust Funds to New Operator Buyer and New Operator Buyer shall accept the same in trust for each Resident. Following the Delivery to New Operator, New Operator shall Residents and be solely accountable to the Residents for such transferred Resident Trust Funds in accordance with the terms of this Agreement, the Residents’ occupancy agreements and all applicable statutory and regulatory requirements. New Operator Buyer shall have no responsibility to the applicable Resident or regulatory authority with respect to any Resident Trust Funds delivered by Kindred Seller to New Operator Buyer for claims which arise or from actions or omissions of Kindred Seller with respect to the Resident Trust Funds relating to a period ending on or occurring before the delivery thereof to New OperatorClosing Date. Kindred Seller shall have no responsibility to the applicable Resident or regulatory authority with respect to any Resident Trust Funds delivered to New Operator Buyer for claims which arise from actions or omissions of New Operator Buyer with respect to the Resident Trust Funds occurring on or after the delivery thereof to New OperatorClosing Date. New Operator Buyer shall indemnify Kindred Seller against any liability to any such Resident or Tenant or other Person for any Resident Trust Funds delivered to New OperatorBuyer, as aforesaid, and Kindred Seller shall indemnify New Operator Buyer against any liability to any Resident for any Resident Trust Funds not delivered to New OperatorBuyer, as aforesaid, each of which obligations shall survive the Closing.