Common use of Transfer of Resident Trust Funds Clause in Contracts

Transfer of Resident Trust Funds. (a) On the Closing Date, Transferor shall deliver to New Operator a list that, to the best of its knowledge, will be a true, correct and complete description of any Resident Trust Funds held by Transferor as of the Closing Date for any resident of the Facility. (b) On the Closing Date, pursuant to the Purchase Agreement, Transferor shall transfer the Resident Trust Funds to New Operator and New Operator shall accept the Resident Trust Funds in trust for the residents, in accordance with applicable statutory and regulatory requirements. Within ten (10) business days after the Closing Date, Transferor and New Operator will reconcile the Resident Trust Funds transferred from Transferor to New Operator. (c) New Operator shall not have responsibility to the applicable resident/responsible party and regulatory authorities to the extent that the Resident Trust Funds delivered by Transferor to New Operator pursuant to this Section with respect to any resident are demonstrated to be less than the full amount of the Resident Trust Funds for such resident as of the Closing Date or for claims which arise from actions or omissions of Transferor with respect to the Resident Trust Funds prior to the Closing Date. Transferor agrees to indemnify, defend and hold harmless New Operator from any losses, liabilities, damages, claims, actions, causes of action, costs, expenses, including, without limitation, reasonable attorneys fees (collectively the “Losses”) which New Operator may incur as a result of discrepancies between the Resident Trust Funds as delivered by Transferor to New Operator and the full amount of the Resident Trust Funds for such resident as of the Closing Date. Except for any discrepancies between the Resident Trust Funds as delivered by Transferor to New Operator and the full amount of the Resident Trust Funds for such resident as of the Closing Date, New Operator agrees to indemnify, defend and hold harmless Transferor from any Losses which Transferor may incur as the result or arising from any action or inaction of New Operator in respect of the Resident Trust Funds from and after the Closing Date.

Transfer of Resident Trust Funds. (a) On At the Closing DateClosing, Transferor Existing Operator shall deliver to New Operator a list that, to the best of its knowledge, will be a true, correct and complete description of any Resident Trust Funds trust funds held by Transferor Existing Operator as of the Closing Date for any resident of the FacilityFacility (collectively, “Resident Trust Funds”). (b) On At the Closing DateClosing, pursuant to the Purchase Agreement, Transferor Existing Operator shall transfer the Resident Trust Funds to a bank account designated by New Operator and New Operator shall accept the Resident Trust Funds in trust for the residents, in accordance with applicable statutory and regulatory requirements. Within ten (10) business days after the Closing Date, Transferor Existing Operator and New Operator will reconcile the Resident Trust Funds transferred from Transferor Existing Operator to New Operator. (c) On delivery of the Resident Trust Funds to New Operator, New Operator shall acknowledge the receipt and amounts of such Resident Trust Funds and shall expressly assume all Operator’s financial and custodial obligations with respect thereto arising from and after the Closing Date and shall be directly accountable to the residents of the Facility and to any applicable Governmental Authority, for the Resident Trust Funds so transferred to New Operator. New Operator shall not have responsibility to the applicable resident/responsible party and regulatory authorities to in the extent that event the Resident Trust Funds delivered by Transferor Existing Operator to New Operator pursuant to this Section with respect to any resident 1.4 are demonstrated to be less than the full amount of the Resident Trust Funds for such resident as of the Closing Date Closing, for inaccuracies in the accounting and inventory provided by Existing Operator, or for claims which arise from actions or omissions of Transferor Existing Operator with respect to the Resident Trust Funds prior to the Closing DateClosing. Transferor agrees Existing Operator agree to indemnify, defend and hold harmless New Operator from any losses, liabilities, damages, claims, actions, causes of action, costs, expenses, including, without limitation, reasonable attorneys attorney’s fees (collectively the collectively, “LossesClaims”) which such New Operator may incur as a result of discrepancies between the Resident Trust Funds as delivered by Transferor Existing Operator to New Operator and the full amount of the Resident Trust Funds for such resident as of the Closing DateClosing. Except as otherwise set forth above, from and after Closing, New Operator shall be solely responsible to residents for any discrepancies between the all Resident Trust Funds as delivered by Transferor to New Operator and the full amount of the Resident Trust Funds for such resident as of the Closing Date, New Operator agrees to indemnify, shall defend and hold harmless Transferor Existing Operator from any Losses which Transferor may incur as the result or arising from any action or inaction of New Operator in respect of the Claims by residents related to Resident Trust Funds from and after the Closing DateFunds.

Transfer of Resident Trust Funds. (a) a. On or prior to the Closing Date, Transferor Commencement Date Seller shall deliver provide to New Operator a list that, to the best of its knowledge, will be a true, correct and complete description accounting (properly reconciled so that there are no negative balances), certified as being true, correct and complete by of any resident trust funds and an inventory of all residents’ property, if any, held by for residents at the Facility (collectively, the “Resident Trust Funds held by Transferor as of the Closing Date for any resident of the FacilityFunds”). (b) On the Closing Date, pursuant b. Seller hereby agrees to the Purchase Agreement, Transferor shall transfer to New Operator the Resident Trust Funds on the Commencement Date shall comply with all governmental statutes, rules and regulations with respect to the transfer of such Resident Trust Funds. New Operator and New Operator shall hereby agrees that it will accept the Resident Trust Funds in trust for the residents, in accordance with applicable statutory and regulatory requirements. Within ten (10) business days after ; provided, however, such transfer shall not relieve Seller of its custodial and fiduciary responsibilities for such funds and property to the Closing beneficiaries thereof for the period prior to the Commencement Date. c. Seller will indemnify, Transferor defend and hold New Operator will reconcile harmless from all liabilities, claims, demands and causes of action of any nature whatsoever, including reasonable attorneys’ fees, in the Resident Trust Funds event the amount of funds, if any, transferred from Transferor to New Operator. (c) New Operator shall not have responsibility to the applicable resident/responsible party and regulatory authorities to the extent that the Resident Trust Funds delivered by Transferor to New Operator pursuant to this Section with respect to any resident are demonstrated to be less than did not represent the full amount of the funds delivered to Seller as custodian or with respect to any Resident Trust Funds for such resident as of the Closing Date delivered, or claimed to have been delivered, to but which were not delivered by to New Operator, or for claims which arise from actions or omissions of Transferor Seller with respect to the Resident Trust Funds prior to the Closing Commencement Date. Transferor agrees to . d. New Operator will indemnify, defend and hold Seller harmless New Operator from any losses, all liabilities, damages, claims, actions, demands and causes of actionaction of any nature whatsoever, costsincluding reasonable attorneys’ fees, expenses, including, without limitation, reasonable attorneys fees (collectively in the “Losses”) which New Operator may incur as event a result of discrepancies between the Resident Trust Funds as delivered by Transferor claim is made against Seller for funds that were transferred to New Operator and pursuant to the full amount of the terms hereof or relating to a Resident Trust Funds for such resident as of the Closing Date. Except for any discrepancies between the Resident Trust Funds as delivered by Transferor to New Operator and the full amount of the Resident Trust Funds for such resident as of the Closing Date, New Operator agrees to indemnify, defend and hold harmless Transferor claim which arises from any Losses which Transferor may incur as the result actions or arising from any action or inaction omissions of New Operator in respect of the Resident Trust Funds from and after the Closing Commencement Date.

Transfer of Resident Trust Funds. (a) On the Closing Date, Transferor shall deliver to New Operator a list that, to the best of its knowledge, will be a true, correct and complete description of any Resident Trust Funds held by Transferor as of the Closing Date for any resident of the Facility. (b) On the Closing Date, pursuant to the Purchase Agreement, Transferor shall transfer the Resident Trust Funds to New Operator Operator, and New Operator shall accept the Resident Trust Funds in trust for the residents, in accordance with applicable statutory and regulatory requirements. Within ten (10) business days after the Closing Date, Transferor and New Operator will reconcile the Resident Trust Funds transferred from Transferor to New Operator. (c) New Operator shall not have responsibility to the applicable resident/responsible party and regulatory authorities to the extent that the Resident Trust Funds delivered by Transferor to New Operator pursuant to this Section with respect to any resident are demonstrated to be less than the full amount of the Resident Trust Funds for such resident as of the Closing Date or for claims which arise from actions or omissions of Transferor with respect to the Resident Trust Funds prior to the Closing Date. Transferor agrees to indemnify, defend and hold harmless New Operator from any losses, liabilities, damages, claims, actions, causes of action, costs, expenses, including, without limitation, reasonable attorneys fees (collectively the “Losses”) which New Operator may incur as a result of discrepancies between the Resident Trust Funds as delivered by Transferor to New Operator and the full amount of the Resident Trust Funds for such resident as of the Closing Date. Except for any discrepancies between the Resident Trust Funds as delivered by Transferor to New Operator and the full amount of the Resident Trust Funds for such resident as of the Closing Date, New Operator agrees to indemnify, defend and hold harmless Transferor from any Losses which Transferor may incur as the result or arising from any action or inaction of New Operator in respect of the Resident Trust Funds from and after the Closing Date.

Transfer of Resident Trust Funds. (a) On the Closing Date, Transferor shall deliver to New Operator a list that, to the best of its knowledge, will be a true, correct and complete description of any Resident Trust Funds held by Transferor as of the Closing Date for any resident of the FacilityFacilities. (b) On the Closing Date, pursuant to the Purchase Agreement, Transferor shall transfer the Resident Trust Funds to New Operator and New Operator shall accept the Resident Trust Funds in trust for the residents, in accordance with applicable statutory and regulatory requirements. Within ten (10) business days after the Closing Date, Transferor and New Operator will reconcile the Resident Trust Funds transferred from Transferor to New Operator. (c) New Operator shall not have responsibility to the applicable resident/responsible party and regulatory authorities to the extent that the Resident Trust Funds delivered by Transferor to New Operator pursuant to this Section with respect to any resident are demonstrated to be less than the full amount of the Resident Trust Funds for such resident as of the Closing Date or for claims which arise from actions or omissions of Transferor with respect to the Resident Trust Funds prior to the Closing Date. Transferor agrees to indemnify, defend and hold harmless New Operator from any losses, liabilities, damages, claims, actions, causes of action, costs, expenses, including, without limitation, reasonable attorneys fees (collectively the “Losses”) which New Operator may incur as a result of discrepancies between the Resident Trust Funds as delivered by Transferor to New Operator and the full amount of the Resident Trust Funds for such resident as of the Closing Date. Except for any discrepancies between the Resident Trust Funds as delivered by Transferor to New Operator and the full amount of the Resident Trust Funds for such resident as of the Closing Date, New Operator agrees to indemnify, defend and hold harmless Transferor from any Losses which Transferor may incur as the result or arising from any action or inaction of New Operator in respect of the Resident Trust Funds from and after the Closing Date.