Common use of Post-Closing Escrow Clause in Contracts

Post-Closing Escrow. In addition, during the period commencing on the Closing Date and ending on the one year anniversary of the Closing Date (or, in the event that any claim, action or suit is then pending by Buyer against Seller for a breach of a then-surviving representation, warranty or post-Closing covenant or indemnity of Seller (a “Post-Closing Claim”), until the final, non-appealable resolution of such Post-Closing Claim) (the “Holdback Period”), Existing Owner shall maintain funds (the “Post-Closing Escrow Funds”) in the amount of Two Million Dollars ($2,000,000) in the Holdback Escrow in accordance with the Holdback Escrow Agreement. The Post-Closing Escrow Funds shall be disbursed for amounts due to Buyer and/or its assignees from Existing Owner and/or the Other Existing Owners pursuant to this Agreement and/or the Other Property Purchase Agreements. The Parties acknowledge and agree that the amount of the Post-Closing Escrow Funds is an aggregate amount to be for the benefit of Buyer and its assignees in accordance with both this Agreement and the Other Property Purchase Agreements. In addition to the Holdback Escrow, Guarantor has agreed to provide the Purchase Agreement Guaranty. The execution and delivery to Buyer of the Purchase Agreement Guaranty shall not be deemed to limit any rights of Buyer under the Holdback Escrow Agreement and the execution and delivery to Buyer of the Holdback Escrow Agreement shall not be deemed to limit any rights of Buyer under the Guaranty; provided, however, that so long as the same does not prejudice or limit any rights of Buyer in connection with its rights under the Guaranty, Buyer agrees to pursue any Post-Closing Claim under the Holdback Escrow Agreement prior to pursuing such Post-Closing Claim against Guarantor. The provisions of this Section 7.3 shall survive the Closing for the Holdback Period. Any breach of a representation or warranty that occurs prior to Closing of which Buyer had actual knowledge shall be solely governed by Section 13.1.

Post-Closing Escrow. In additionAt closing, during the period commencing Escrow Cash shall be placed into an escrow account (the "Escrow Account"). Upon receipt of Seller's written consent (which consent will not be withheld or conditioned unless Seller has a good-faith, reasonable objection to any Buyer claim under this section), Buyer may withdraw from the Escrow Account an amount equal to pay all claims, liabilities and obligations of the Seller as more specifically provided in Section 12.1(a) through (f). Any disputed claims regarding the Escrow Account will be submitted to binding arbitration, as more fully described in the Escrow Agreement, and the prevailing party in such binding arbitration will be entitled to collect its attorney's fees and costs from the non-prevailing party. The Escrow Account shall be held in an interest bearing account. The Escrow Agent will disburse to the Seller any funds remaining in the Escrow Account on the Closing Date and ending on the one year first anniversary of the Closing Date date of the date of Closing, unless (or, in the event that any i) a claim, action, suit or proceeding for indemnification has been commenced in good faith by the Buyer and notice of this action or suit is then pending a request for disbursement has been provided by the Buyer against to the Escrow Agent and Seller and (ii) after such action has been commenced or request for a breach of a then-surviving representationdisbursement made, warranty or post-Closing covenant or indemnity of neither Seller (a “Post-Closing Claim”), until nor Buyer has sent written notice to the final, non-appealable resolution of such Post-Closing Claim) (other and Escrow Agent disputing the “Holdback Period”), Existing Owner shall maintain funds (the “Post-Closing Escrow Funds”) in disbursement. Only the amount of Two Million Dollars any such disputed claim shall be withheld by the Escrow Agent and not disbursed by Escrow Agent to the Seller. At Closing, Escrow Agent, Buyer and Seller shall enter into an escrow agreement ($2,000,000the "Escrow Agreement") consistent with the foregoing provisions in the Holdback Escrow in accordance with the Holdback Escrow Agreement. The Post-Closing Escrow Funds shall be disbursed for amounts due to Buyer and/or its assignees from Existing Owner and/or the Other Existing Owners pursuant to this Agreement and/or the Other Property Purchase Agreements. The Parties acknowledge and agree that the amount of the Post-Closing Escrow Funds is an aggregate amount to be for the benefit of Buyer and its assignees in accordance with both this Agreement and the Other Property Purchase Agreements. In addition to the Holdback Escrow, Guarantor has agreed to provide the Purchase Agreement Guaranty. The execution and delivery to Buyer of the Purchase Agreement Guaranty shall not be deemed to limit any rights of Buyer under the Holdback Escrow Agreement and the execution and delivery to Buyer of the Holdback Escrow Agreement shall not be deemed to limit any rights of Buyer under the Guaranty; provided, however, that so long form attached hereto as the same does not prejudice or limit any rights of Buyer in connection with its rights under the Guaranty, Buyer agrees to pursue any Post-Closing Claim under the Holdback Escrow Agreement prior to pursuing such Post-Closing Claim against Guarantor. The provisions of this Section 7.3 shall survive the Closing for the Holdback Period. Any breach of a representation or warranty that occurs prior to Closing of which Buyer had actual knowledge shall be solely governed by Section 13.1.Exhibit M.

Post-Closing Escrow. In addition, during the period commencing on the Closing Date and ending on the one year anniversary of the Closing Date (or, in the event that any claim, action or suit is then pending by Buyer against Seller for a breach of a then-surviving representation, warranty or post-Closing covenant or indemnity of Seller (a “Post-Closing Claim”), until the final, non-appealable resolution of such Post-Closing Claim) (the “Holdback Period”), Existing Owner Seller shall maintain funds (the “Post-Closing Escrow Funds”) in the amount of Two Million Dollars ($2,000,000) in the Holdback Escrow in accordance with the Holdback Escrow Agreement. The Post-Closing Escrow Funds shall be disbursed for amounts due to Buyer and/or its assignees from Existing Owner Seller and/or the Other Existing Owners pursuant to this Agreement and/or the Other Property Purchase Agreements. The Parties acknowledge and agree that the amount of the Post-Closing Escrow Funds is an aggregate amount to be for the benefit of Buyer and its assignees in accordance with both this Agreement and the Other Property Purchase Agreements. In addition to the Holdback Escrow, Guarantor has agreed to provide the Purchase Agreement Guaranty. The execution and delivery to Buyer of the Purchase Agreement Guaranty shall not be deemed to limit any rights of Buyer under the Holdback Escrow Agreement and the execution and delivery to Buyer of the Holdback Escrow Agreement shall not be deemed to limit any rights of Buyer under the Guaranty; provided, however, that so long as the same does not prejudice or limit any rights of Buyer in connection with its rights under the Guaranty, Buyer agrees to pursue any Post-Closing Claim under the Holdback Escrow Agreement prior to pursuing such Post-Closing Claim against Guarantor. The provisions of this Section 7.3 shall survive the Closing for the Holdback Period. Any breach of a representation or warranty that occurs prior to Closing of which Buyer had actual knowledge shall be solely governed by Section 13.1.

Post-Closing Escrow. In addition, during the period commencing on the Closing Date and ending on the one year anniversary of the Closing Date (or, in the event that any claim, action or suit is then pending by Buyer against Seller for a breach of a then-surviving representation, warranty or post-Closing covenant or indemnity of Seller (a “Post-Closing Claim”), until the final, non-appealable resolution of such Post-Closing Claim) (the “Holdback Period”), Existing Owner Seller shall maintain funds (the “Post-Closing Escrow Funds”) in the amount of Two Million Dollars ($2,000,000) in the Holdback Escrow in accordance with the Holdback Escrow Agreement. The Post-Closing Escrow Funds shall be disbursed for amounts due to Buyer and/or its assignees from Existing Owner Seller and/or the Other Existing Owners pursuant to this Agreement and/or the Other Property Purchase Agreements. The Parties acknowledge and agree that the amount of the Post-Closing Escrow Funds is an aggregate amount to be for the benefit of Buyer and its assignees in accordance with both this Agreement and the Other Property Purchase Agreements. In addition to the Holdback Escrow, Guarantor has agreed to provide the Purchase Agreement Guaranty. The execution and delivery to Buyer of the Purchase Agreement Guaranty shall not be deemed to limit any rights of Buyer under the Holdback Escrow Agreement and the execution and delivery to Buyer of the Holdback Escrow Agreement shall not be deemed to limit any rights of Buyer under the Guaranty; provided, however, that so long as the same does not prejudice or limit any rights of Buyer in connection with its rights under the Guaranty, Buyer agrees to pursue any Post-Closing Claim under the Holdback Escrow Agreement prior to pursuing such Post-Closing Claim against Guarantor. The provisions of this Section 7.3 shall survive the Closing for the Holdback Period. Any breach of a representation or warranty that occurs prior to Closing of which Buyer had actual knowledge shall be solely governed by Section 13.1.. 7.4 As-is, where-is and with all faults. Except as specifically stated in this Agreement or in any document or instrument executed by Seller pursuant to this Agreement (collectively, “Specific Seller Representations”), Seller is not making nor shall be deemed to have made any representation or warranty of any kind or nature as to the Property or the transactions contemplated in this Agreement, including, without limitation, (i) the financial status of the Property, including, without limitation, the income to be derived therefrom, (ii) the value, nature, quality, physical or environmental condition, safety or any other aspect of the Property or the Property’s compliance with applicable laws, ordinances, rules and regulations, including, without limitation, zoning ordinances, building codes and environmental, hazardous material and endangered species statutes, (iii) the accuracy or thoroughness of any information or data provided to Buyer by Seller but prepared by third parties, (iv) the development potential of all or any part of the Property, or (v) any other matter relating to the condition of the Property. Except for the Specific Seller Representations, in the event the Closing occurs the Property will be sold to Buyer in its “AS IS” and “WHERE IS” condition. Buyer acknowledges and agrees that Buyer shall rely upon Buyer’s own due diligence and the Specific Seller Representations in determining whether the Property is suitable for purchase by Buyer. Upon Closing Buyer will be deemed to acknowledge that Buyer has been given a reasonable opportunity to inspect and investigate the Property and all aspects relating thereto, either independently or through agents of Buyer’s choosing, and that Buyer is acquiring the Property based exclusively upon Buyer’s own investigations and inspections thereof and the Specific Seller Representations. Notwithstanding 27 anything to the contrary contained herein, this paragraph does not limit or affect in any way any indemnification provision contained in this Agreement or in any document or instrument executed by Seller pursuant to this Agreement, nor shall this paragraph constitute a waiver or release of any right of reimbursement, indemnity or contribution from Seller which Buyer may have in connection with any liability, claim or cause of action asserted by a governmental agency or other third party arising out of or in connection with any condition of the Property as it existed at or prior to the Closing Date. If any claim or liability is asserted by any governmental agency or other third party related to the condition of the Property as it existed at or prior to the Closing Date, Buyer shall be free to assert any and all claims and liabilities against Seller arising out of such claim or liability being asserted by such governmental agency or other third party. 7.5

Post-Closing Escrow. In addition, during the period commencing Seller and Purchaser hereby agree that Purchaser shall deposit on the Closing Date and ending on the one year anniversary a portion of the Closing Date Purchase Price in an amount equal to Three Million and 00/100 (or$3,000,000.00) Dollars (which amount may be subject to increase pursuant to Section 8.4.2), with Escrow Agent pursuant to an escrow agreement in the event that any claim, action or suit is then pending by Buyer against Seller for a breach of a then-surviving representation, warranty or post-Closing covenant or indemnity of Seller (a “Post-Closing Claim”), until the final, non-appealable resolution of such Post-Closing Claim) (the “Holdback Period”), Existing Owner shall maintain funds form attached hereto as Exhibit J (the “Post-Closing Escrow FundsAgreement”), which sum (as so increased, if applicable) in shall hereinafter be referred to as the amount of Two Million Dollars ($2,000,000) in the Holdback Escrow in accordance with the Holdback Escrow Agreement“Post Closing Escrow”. The Post-Post Closing Escrow Funds shall be disbursed for amounts due to Buyer and/or its assignees from Existing Owner and/or the Other Existing Owners held by Escrow Agent in a separate interest-bearing account pursuant to this Agreement and/or the Other Property Purchase Agreements. The Parties acknowledge and agree that the amount terms of the Post-Closing Escrow Funds is an aggregate amount Agreement and all earnings or interest on the Post Closing Escrow shall be paid to Seller upon termination of the Post Closing Escrow or upon earlier demand by Seller. Disbursements from the Post Closing Escrow shall be for the benefit of Buyer and its assignees made in accordance with both this Agreement and the Other Property Purchase Agreements. In addition to the Holdback Escrow, Guarantor has agreed to provide the Purchase Agreement Guaranty. The execution and delivery to Buyer terms of the Purchase Agreement Guaranty shall not be deemed to limit any rights of Buyer under the Holdback Escrow Agreement and the execution and delivery to Buyer of the Holdback Escrow Agreement shall not be deemed to limit any rights of Buyer under the Guaranty; provided, however, that so long as the same does not prejudice or limit any rights of Buyer in connection with its rights under the Guaranty, Buyer agrees to pursue any Post-Closing Claim under the Holdback Escrow Agreement prior to pursuing reimburse Purchaser only for claims (i) for breaches of Seller’s representations or warranties pursuant to Section 11.1.2 hereof or for any damage, loss, cost or expense suffered by Purchaser as a result of materially adverse matters disclosed in an Unacceptable Lease Certificate for which Seller elects to deliver a Seller’s Estoppel Statement in lieu thereof pursuant to Section 8.3.2 of this Agreement, in each case actions for which are commenced within one hundred eighty (180) days following the Closing, (ii) for any amounts due to Purchaser pursuant to Sections 8.4.2 or 9.5, or (iii) for any breach by Seller of its representations, warranties or obligations under Article 12. If any amounts remain in the Post Closing Escrow as of the date which is one hundred eighty (180) days after the Closing Date, unless and to the extent Purchaser has commenced such Post-an action for any such breach under clauses (i) or (iii) of this Section 15.19 or submitted a claim for any disbursement from the Post Closing Claim against GuarantorEscrow under clause (ii) of this Section 15.19 on or before such date, Seller and Purchaser shall cause such amounts to be promptly disbursed to Seller by the Escrow Agent. In the event that, as of the date which is one hundred eighty (180) days after the Closing Date, Purchaser has, in the case of clauses (i) or (iii) of this Section 15.19, commenced such an action or, in the case of clause (ii) of this Section 15.19, submitted a claim for any disbursement from the Post Closing Escrow in accordance with the immediately preceding sentence, and there remain amounts in the Post Closing Escrow which would not be necessary to satisfy such claims and disbursements, Seller and Purchaser shall cause such remaining amounts to be promptly disbursed to Seller by the Escrow Agent. The provisions of this Section 7.3 15.19 shall survive the Closing for the Holdback Period. Any breach of a representation or warranty that occurs prior to Closing of which Buyer had actual knowledge shall be solely governed by Section 13.1Closing.

Post-Closing Escrow. In additionAt Closing, during the period commencing on the Closing Date Buyer (and, at Buyer’s election, Buyer’s Operator) and ending on the one year anniversary of the Closing Date (or, in the event that any claim, action or suit is then pending by Buyer against Seller for a breach of a then-surviving representation, warranty or post-Closing covenant or indemnity of Seller (a “Post-Closing Claim”), until the final, non-appealable resolution of such Post-Closing Claim) (the “Holdback Period”), Existing Owner shall maintain funds enter into an escrow agreement (the “Post-Closing Escrow FundsAgreement”) in with Escrow Agent pursuant to which Seller shall deposit $300,000 (the amount “Post-Closing Escrow Deposit”) with Escrow Agent at Closing. Prior to the expiration of Two Million Dollars ($2,000,000) in the Holdback Due Diligence Period, Escrow in accordance with Agent, Buyer and Seller shall agree upon the Holdback form of the Post-Closing Escrow Agreement, and immediately following the expiration of the Due Diligence Period, the form of Post-Closing Escrow Agreement shall be automatically attached to this Agreement as Exhibit J hereto without any further action of the parties; provided, however, that Seller agrees to execute any amendment, letter agreement, or other documentation reasonably required by Buyer to memorialize the attachment of the Post-Closing Escrow Agreement as an exhibit to this Agreement. The Post-Closing Escrow Funds Deposit shall be disbursed for amounts due to Buyer and/or its assignees from Existing Owner and/or the Other Existing Owners held by Escrow Agent pursuant to the terms and conditions set forth in the Post-Closing Escrow Agreement. As more particularly set forth in the Post-Closing Escrow Agreement, the Post-Closing Escrow Deposit shall be held for the purpose of satisfying: (i) any liabilities or obligations of Seller pursuant to the terms of this Agreement, including, but not limited to, Seller’s obligations under Section 17.1 of this Agreement, and (ii) any liabilities or obligations of Operators under the Operations Transfer Agreement and/or and including, but not limited to, any liabilities or obligations to Medicare or Medicaid assessed after the Other Property Purchase AgreementsClosing Date on account of cost report settlements and other recoupments and chargebacks with respect to Seller’s operation of the Facilities prior to the Closing Date. The Parties acknowledge Subject to the terms and agree that the amount conditions of the Post-Closing Escrow Funds is an aggregate amount to be for Agreement, undisbursed amounts from the benefit of Buyer and its assignees in accordance with both this Agreement and the Other Property Purchase Agreements. In addition to the Holdback Escrow, Guarantor has agreed to provide the Purchase Agreement Guaranty. The execution and delivery to Buyer of the Purchase Agreement Guaranty shall not be deemed to limit any rights of Buyer under the Holdback Escrow Agreement and the execution and delivery to Buyer of the Holdback Escrow Agreement shall not be deemed to limit any rights of Buyer under the Guaranty; provided, however, that so long as the same does not prejudice or limit any rights of Buyer in connection with its rights under the Guaranty, Buyer agrees to pursue any Post-Closing Claim under the Holdback Escrow Agreement prior to pursuing such Post-Closing Claim against Guarantor. The provisions of this Section 7.3 shall survive the Closing for the Holdback Period. Any breach of a representation or warranty that occurs prior to Closing of which Buyer had actual knowledge Deposit shall be solely governed by Section 13.1released to Seller on the date that is twenty-four (24) months following the date of Closing.