Common use of Transfers Prior to Effective Time Clause in Contracts

Transfers Prior to Effective Time. Subject to Section 2.1(b), and in accordance with the Plan of Restructuring, DevCo and SpinCo agree to take all actions necessary so that, prior to the Effective Time, the Parties shall complete the Restructuring in accordance with the Plan of Restructuring. As part of the Plan of Restructuring, and without limiting the other steps set forth in the Plan of Restructuring: (i) SpinCo OP shall, and shall cause its applicable Subsidiaries to, sell, assign, transfer, convey, and deliver to DevCo OP or its Subsidiaries, and DevCo OP and such DevCo Subsidiaries shall accept from SpinCo OP and its applicable Subsidiaries, to the extent not already owned by the DevCo Group, all of SpinCo OP’s and such Subsidiaries’ respective direct or indirect right, title, and interest in and to all DevCo Assets (other than the interests in AIMCO Royal Crest – Nashua, L.L.C.), in exchange for which DevCo OP shall issue the DevCo OP Units to SpinCo OP; and (ii) DevCo OP or its Subsidiaries shall accept and assume, to the extent the DevCo Group is not already liable therefor, all the DevCo Liabilities (other than the DevCo Liabilities of AIMCO Royal Crest – Nashua, L.L.C.) in accordance with their respective terms, regardless of when or where such DevCo Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such DevCo Liabilities are asserted or determined (including any DevCo Liabilities arising out of claims made by DevCo’s or SpinCo’s respective directors, officers, employees, agents, managers, trustees, Subsidiaries or Affiliates against any member of the DevCo Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the DevCo Group or the SpinCo Group, or any of their respective directors, officers, employees, agents, managers, trustees, Subsidiaries or Affiliates.

Transfers Prior to Effective Time. Subject to Section 2.1(b), Ensign and in accordance with the Plan of Restructuring, DevCo and SpinCo Pennant agree to take all actions necessary so that, immediately prior to the Effective Time, the Parties shall complete the Restructuring in accordance with the Plan of Restructuring. As part of the Plan of Restructuring, and without limiting the other steps set forth in the Plan of Restructuring: (i) SpinCo OP Ensign shall, and shall cause its applicable Subsidiaries to, sell, assign, transfer, convey, convey and deliver to DevCo OP Pennant or its Subsidiariescertain Persons designated by Pennant who are or will become members of the Pennant Group, and DevCo OP and Pennant or such DevCo Subsidiaries Persons shall accept from SpinCo OP Ensign and its applicable Subsidiaries, to the extent not already owned by the DevCo Pennant Group, all of SpinCo OPEnsign’s and such Subsidiaries’ respective direct or indirect right, title, title and interest in and to all DevCo Assets (other than the interests in AIMCO Royal Crest – Nashua, L.L.C.), in exchange for which DevCo OP shall issue the DevCo OP Units to SpinCo OP; andPennant Assets; (ii) DevCo OP Pennant and certain Persons designated by Pennant who are or its Subsidiaries will become members of the Pennant Group shall accept and assume, to the extent the DevCo Pennant Group is not already liable therefor, all the DevCo Pennant Liabilities (other than the DevCo Liabilities of AIMCO Royal Crest – Nashua, L.L.C.) in accordance with their respective terms, regardless of when or where such DevCo Pennant Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such DevCo Pennant Liabilities are asserted or determined (including any DevCo Pennant Liabilities arising out of claims made by DevCoEnsign’s or SpinCoPennant’s respective directors, officers, employees, agents, managers, trustees, Subsidiaries or Affiliates against any member of the DevCo Ensign Group or the SpinCo Pennant Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the DevCo Ensign Group or the SpinCo Pennant Group, or any of their respective directors, officers, employees, agents, managers, trustees, Subsidiaries or Affiliates; (iii) Pennant shall transfer directly or indirectly, to the applicable member of the Ensign Group, a portion of the loan proceeds from the Pennant Credit Facility in an amount anticipated to equal approximately $11,000,000 (the “Pennant Cash Payment”); and (iv) Pennant shall issue to Ensign shares of Pennant Common Stock, which shares shall be fully paid and non-assessable under the Laws of the State of Delaware, of a sufficient number to effectuate the Distribution.

Transfers Prior to Effective Time. Subject to Section 2.1(b), and in accordance with the Plan of RestructuringRestructuring and Tax Matters Agreement, DevCo HCP and SpinCo QCP agree to take all actions necessary so that, prior to the Effective Time, the Parties HCP and QCP shall complete the Restructuring in accordance with the Plan of Restructuring. As part of the Plan of Restructuring, and without limiting the other steps set forth in the Plan of Restructuring: (i) SpinCo OP HCP shall, and shall cause its applicable Subsidiaries to, sell, assign, transfer, convey, convey and deliver to DevCo OP or its certain QCP Subsidiaries, and DevCo OP and such DevCo QCP Subsidiaries shall accept from SpinCo OP HCP and its applicable Subsidiaries, to the extent not already owned by the DevCo QCP Group, all of SpinCo OPHCP’s and such Subsidiaries’ respective direct or indirect right, title, title and interest in and to all DevCo Assets (other than the interests in AIMCO Royal Crest – Nashua, L.L.C.), in exchange for which DevCo OP shall issue the DevCo OP Units to SpinCo OP; andQCP Assets; (ii) DevCo OP or its Certain QCP Subsidiaries shall accept and assume, to the extent the DevCo QCP Group is not already liable therefor, all the DevCo QCP Liabilities (other than the DevCo Liabilities of AIMCO Royal Crest – Nashua, L.L.C.) in accordance with their respective terms, regardless of when or where such DevCo QCP Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such DevCo QCP Liabilities are asserted or determined (including any DevCo QCP Liabilities arising out of claims made by DevCoHCP’s or SpinCoQCP’s respective directors, officers, employees, agents, managers, trustees, Subsidiaries or Affiliates against any member of the DevCo HCP Group or the SpinCo QCP Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the DevCo HCP Group or the SpinCo QCP Group, or any of their respective directors, officers, employees, agents, managers, trustees, Subsidiaries or Affiliates; (iii) Certain QCP Subsidiaries shall transfer, pursuant to the Plan of Restructuring, directly or indirectly, to the applicable member of the HCP Group proceeds from the QCP Notes and the QCP Credit Facility in an amount equal to $[·] (the “QCP Cash Payment”); (iv) Certain QCP Subsidiaries shall transfer to HCP shares of QCP Common Stock and QCP Preferred Stock, which shares shall be fully paid and non-assessable under the Laws of the State of Maryland, of a sufficient number and under sufficient terms to effectuate the Distribution and the Preferred Stock Sale; and (v) HCP shall effectuate the Preferred Stock Sale.

Transfers Prior to Effective Time. Subject to Section 2.1(b), Ensign and in accordance with the Plan of Restructuring, DevCo and SpinCo CareTrust agree to take all actions necessary so that, immediately prior to the Effective Time, the Parties shall complete the Restructuring in accordance with the Plan of Restructuring. As part of the Plan of Restructuring, and without limiting the other steps set forth in the Plan of Restructuring: (i) SpinCo OP Ensign shall, and shall cause its applicable Subsidiaries to, sell, assign, transfer, convey, convey and deliver to DevCo OP CareTrust or its Subsidiariescertain Persons designated by CareTrust who are or will become members of the CareTrust Group, and DevCo OP and CareTrust or such DevCo Subsidiaries Persons shall accept from SpinCo OP Ensign and its applicable Subsidiaries, to the extent not already owned by the DevCo CareTrust Group, all of SpinCo OPEnsign’s and such Subsidiaries’ respective direct or indirect right, title, title and interest in and to all DevCo Assets (other than the interests in AIMCO Royal Crest – Nashua, L.L.C.), in exchange for which DevCo OP shall issue the DevCo OP Units to SpinCo OP; andCareTrust Assets; (ii) DevCo OP CareTrust and certain Persons designated by CareTrust who are or its Subsidiaries will become members of the CareTrust Group shall accept and assume, to the extent the DevCo CareTrust Group is not already liable therefor, all the DevCo CareTrust Liabilities (other than the DevCo Liabilities of AIMCO Royal Crest – Nashua, L.L.C.) in accordance with their respective terms, regardless of when or where such DevCo CareTrust Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective TimeDistribution Date, regardless of where or against whom such DevCo CareTrust Liabilities are asserted or determined (including any DevCo CareTrust Liabilities arising out of claims made by DevCoEnsign’s or SpinCoCareTrust’s respective directors, officers, employees, agents, managers, trustees, Subsidiaries or Affiliates against any member of the DevCo Ensign Group or the SpinCo CareTrust Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the DevCo Ensign Group or the SpinCo CareTrust Group, or any of their respective directors, officers, employees, agents, managers, trustees, Subsidiaries or Affiliates; (iii) CareTrust shall transfer, directly or indirectly, to the applicable member of the Ensign Group, a portion of the proceeds from the issuance of the CareTrust Notes in an amount equal to $ (the “CareTrust Cash Payment”); and (iv) CareTrust shall issue to Ensign shares of CareTrust Common Stock, which shares shall be fully paid and non-assessable under the Laws of the State of Maryland, of a sufficient number to effectuate the Distribution.

Transfers Prior to Effective Time. Subject to Section 2.1(b), Ensign and in accordance with the Plan of Restructuring, DevCo and SpinCo CareTrust agree to take all actions necessary so that, immediately prior to the Effective Time, the Parties shall complete the Restructuring in accordance with the Plan of Restructuring. As part of the Plan of Restructuring, and without limiting the other steps set forth in the Plan of Restructuring: (i) SpinCo OP Ensign shall, and shall cause its applicable Subsidiaries to, sell, assign, transfer, convey, convey and deliver to DevCo OP CareTrust or its Subsidiariescertain Persons designated by CareTrust who are or will become members of the CareTrust Group, and DevCo OP and CareTrust or such DevCo Subsidiaries Persons shall accept from SpinCo OP Ensign and its applicable Subsidiaries, to the extent not already owned by the DevCo CareTrust Group, all of SpinCo OPEnsign’s and such Subsidiaries’ respective direct or indirect right, title, title and interest in and to all DevCo Assets (other than the interests in AIMCO Royal Crest – Nashua, L.L.C.), in exchange for which DevCo OP shall issue the DevCo OP Units to SpinCo OP; andCareTrust Assets; (ii) DevCo OP CareTrust and certain Persons designated by CareTrust who are or its Subsidiaries will become members of the CareTrust Group shall accept and assume, to the extent the DevCo CareTrust Group is not already liable therefor, all the DevCo CareTrust Liabilities (other than the DevCo Liabilities of AIMCO Royal Crest – Nashua, L.L.C.) in accordance with their respective terms, regardless of when or where such DevCo CareTrust Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such DevCo CareTrust Liabilities are asserted or determined (including any DevCo CareTrust Liabilities arising out of claims made by DevCoEnsign’s or SpinCoCareTrust’s respective directors, officers, employees, agents, managers, trustees, Subsidiaries or Affiliates against any member of the DevCo Ensign Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the DevCo Group or the SpinCo Group, or any of their respective directors, officers, employees, agents, managers, trustees, Subsidiaries or Affiliates.the

Transfers Prior to Effective Time. Subject to Section 2.1(b), and in accordance with the Plan of RestructuringRestructuring and Tax Matters Agreement, DevCo HCP and SpinCo QCP agree to take all actions necessary so that, prior to the Effective Time, the Parties HCP and QCP shall complete the Restructuring in accordance with the Plan of Restructuring. As part of the Plan of Restructuring, and without limiting the other steps set forth in the Plan of Restructuring: (i) SpinCo OP HCP shall, and shall cause its applicable Subsidiaries to, sell, assign, transfer, convey, convey and deliver to DevCo OP or its certain QCP Subsidiaries, and DevCo OP and such DevCo QCP Subsidiaries shall accept from SpinCo OP HCP and its applicable Subsidiaries, to the extent not already owned by the DevCo QCP Group, all of SpinCo OPHCP’s and such Subsidiaries’ respective direct or indirect right, title, title and interest in and to all DevCo Assets (other than the interests in AIMCO Royal Crest – Nashua, L.L.C.), in exchange for which DevCo OP shall issue the DevCo OP Units to SpinCo OP; andQCP Assets; (ii) DevCo OP or its Certain QCP Subsidiaries shall accept and assume, to the extent the DevCo QCP Group is not already liable therefor, all the DevCo QCP Liabilities (other than the DevCo Liabilities of AIMCO Royal Crest – Nashua, L.L.C.) in accordance with their respective terms, regardless of when or where such DevCo QCP Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such DevCo QCP Liabilities are asserted or determined (including any DevCo QCP Liabilities arising out of claims made by DevCoHCP’s or SpinCoQCP’s respective directors, officers, employees, agents, managers, trustees, Subsidiaries or Affiliates against any member of the DevCo HCP Group or the SpinCo QCP Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the DevCo HCP Group or the SpinCo QCP Group, or any of their respective directors, officers, employees, agents, managers, trustees, Subsidiaries or Affiliates; (iii) Certain QCP Subsidiaries shall transfer, pursuant to the Plan of Restructuring, directly or indirectly, to the applicable member of the HCP Group proceeds from the QCP Notes and the QCP Credit Facility in an amount equal to approximately $1.68 billion (the “QCP Cash Payment”); (iv) QCP and certain QCP Subsidiaries shall transfer to HCP and certain of its Subsidiaries shares of QCP Common Stock, and QCP shall transfer to HCP shares of QCP Preferred Stock, which shares shall be fully paid and non-assessable under the Laws of the State of Maryland, of a sufficient number and under sufficient terms to effectuate the Distribution and the Preferred Stock Sale; and (v) HCP shall effectuate the Preferred Stock Sale.