Common use of Resident Trust Funds Clause in Contracts

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. Schedule 3.07 attached hereto sets forth 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 all resident trust funds (the “Resident Trust Funds”) being held by Existing Operators Funds as of the Effective Date for each Facility, including Time within five Business Days after the names of the residents for whom such Trust Funds are held and the corresponding balanceClosing Date. On the Closing Date, Existing Operators, with the cooperation of New Operators, Kindred shall transfer the Resident Trust Funds (held by the Existing Operators as of the Closing Date) to bank accounts designated by New Operators, Operator and New Operators shall, upon receipt of such Trust Funds, execute and deliver a Resident Trust Fund Closeout Report which acknowledges Operator shall accept the receipt of such funds and which provides that same in trust for each Resident. Following the Delivery to 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 DateOperator, New Operators Operator shall assume all such obligations and be directly solely accountable to the residents Residents for such transferred Resident Trust Funds in accordance with the terms of each Facility 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 applicable Governmental Authorities, for the Resident Trust Funds transferred delivered by Kindred to them. Existing Operators shall remain responsible New Operator for deficiencies in claims which arise from actions or omissions of Kindred with respect to the Resident Trust Funds existing relating to a period ending on and prior or before the delivery thereof to New Operator. Kindred shall have no responsibility to the Effective Dateapplicable 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. Sellers 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 Existing Operators Kindred shall indemnify New Operators’ Indemnified Parties Operator against any liability to any Resident for any liabilities or obligations relating to or arising out of such deficiencies in the Resident Trust Funds on and prior not delivered to New Operator, as aforesaid, each of which obligations shall survive 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 DateClosing.

Resident Trust Funds. Schedule 3.07 attached hereto sets forth On the Closing Date, Seller shall deliver to Buyer an accounting and inventory of (a) any and all resident 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 funds for Residents (the collectively, “Resident Trust Funds”) ), together with a schedule listing each such Resident, the amount of Cash being held by Existing Operators as Seller for or on account of such Resident, the Effective Date for each Facility, including the names of the residents for whom such Trust Funds are respective Resident occupancy agreement under which it is being held and the corresponding balancemanner 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, Existing Operators, with the cooperation of New Operators, Seller shall transfer the Resident Trust Funds (held 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 Existing Operators as of Resident Trust Funds occurring before the Closing Date) . Seller shall have no responsibility to bank accounts designated by New Operators, and New Operators shall, upon receipt of such Trust Funds, execute and deliver a the applicable Resident or regulatory authority with respect to any Resident Trust Fund Closeout Report Funds delivered to Buyer for claims which acknowledges the receipt arise from actions or omissions of such funds and which provides that New Operators shall expressly assume all Existing Operators’ financial and custodial obligations Buyer with respect thereto arising to the Resident Trust Funds occurring on or after the Closing Date. On and after the Closing Date, New Operators Buyer shall assume all such obligations and be directly accountable to the residents of each Facility and indemnify Seller against any liability to any applicable Governmental Authorities, such Resident or Tenant or other Person for the any Resident Trust Funds transferred delivered to them. Existing Operators Buyer, as aforesaid, and Seller shall remain responsible indemnify Buyer against any liability to any Resident for deficiencies in the any Resident Trust Funds existing on and prior not delivered to the Effective Date. Sellers and Existing Operators Buyer, as aforesaid, each of which obligations 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 Datesurvive Closing.