Resident Funds. Seller shall refund to all Residents on or before the Closing all funds belonging to Residents at the Facilities which are held by Seller in a custodial capacity and all security deposits held by Seller (collectively, "Resident Funds") unless such refunds are prohibited by Applicable Law or Purchaser is required to maintain such custodial accounts or security deposits by Applicable Law. If Purchaser is so required, then at Closing Seller shall provide Purchaser with an accounting of all Resident Funds at least fifteen (15) days prior to Closing for any Facilities where such accounts are required, subject to adjustment within fifteen (15) days following the Closing for such Facilities. Such accounting will set forth the names of the Residents for whom such Resident Funds are held, the amounts held on behalf of each Residents, and Seller's warranties that the accounting is true, correct, and complete as of the Closing Date subject to adjustment during the fifteen (15) day period referenced above. At Closing, subject to adjustment as aforesaid, Seller shall transfer such Resident Funds to a bank account designated by Purchaser and Purchaser shall, in writing, acknowledge receipt of and expressly assume all of Seller's financial and custodial obligations with respect thereto, it being the intent and purpose of this provision that, at Closing, Seller will be relieved of all fiduciary and custodial obligation with respect to such Resident Funds and that Purchaser will assume all such obligations and be directly accountable to the Residents with respect to all Resident Funds actually received by Purchaser. Notwithstanding the foregoing, Seller will indemnify and hold Purchaser Indemnified Parties harmless from all liabilities, claims, and demands, in the event the amount of such Resident Funds, if any, transferred to Purchaser's bank account does not represent the full amount due to the Resident as of Closing.
Resident Funds. The Sellers shall provide the Purchasers with an accounting of all funds belonging to Residents at the Facilities which are held by the Sellers in a custodial capacity and an accounting of all advance payments received by it pertaining to Residents at the Facilities at least fifteen (15) days prior to the Closing. At the Closing the Sellers shall return all such funds to the respective Residents, and shall provide the Purchasers with documentation signed by each Resident acknowledging receipt of such funds and satisfaction of the Sellers’ financial and custodial obligations with respect thereto, or otherwise provide to the Purchasers evidence reasonably satisfactorily to the Purchasers that such funds have been returned to the respective Residents, it being the intent and purpose of this provision that, at the Closing, the Sellers will be relieved of all fiduciary and custodial obligation with respect to such funds and that the Purchasers will assume no such obligations other than to the extent the Residents elect to return such funds to the Purchasers after the Closing and the Purchasers are required, under Applicable Law, to accept custody thereof. Notwithstanding the foregoing, the Sellers will indemnify and hold the Purchaser Indemnified Parties harmless from all liabilities, claims, and demands, in the event the amount of such funds.
Resident Funds. Manager shall properly manage and account for any deposits, funds or fees paid by residents of the Community to Manager, including, but not limited to, security deposits, damage deposits, entry fees paid by residents for the use and occupancy of the Community, and funds held by Manager on behalf of residents of the Community for their current personal use or safekeeping. Manager shall comply with applicable laws, rules and regulations regarding the handling of all such security deposits, damage deposits and entry fees paid by residents.
Resident Funds. At the Closing, Seller shall transfer all funds belonging to Residents which are held by Seller in a custodial capacity (other than Move-In Deposits), including any Resident deposits required by Third Party Payor Programs (collectively, “Resident Funds”), to a bank account designated by Purchaser and Purchaser shall, in writing, acknowledge receipt of and expressly assume all of Seller’s financial and custodial obligations with respect thereto, it being the intent and purpose of this provision that, at the Closing, Seller will be relieved of all fiduciary and custodial obligation with respect 50 to such Resident Funds and that Purchaser or its designee will assume all such obligations and be directly accountable to the Residents with respect to all Resident Funds actually received by Purchaser. At the Closing, Seller shall provide Purchaser with an accounting of all Resident Funds as of the Closing, subject to adjustment within fifteen (15) days following the Closing Date. Such accounting will set forth the names of the Residents for whom such Resident Funds are held and the amounts held on behalf of each Resident, and will be organized by Facility. The accounting must include Seller’s warranty that the accounting is true, correct and complete as of the Closing Date, subject to adjustment during the fifteen (15) day period referenced above. Notwithstanding the foregoing, Seller will indemnify and hold Purchaser Indemnified Parties harmless from all liabilities, claims and demands in the event the amount of such Resident Funds, if any, refunded to an individual Resident does not represent the full amount due to the individual Resident as of the date of the Final Reconciliation.
Resident Funds. 46 Section 8.19
Resident Funds. Ocwen understands, acknowledges, and agrees that in the event any member of the Obligated Group holds or maintains funds of the residents of any of the Project Properties in trust for such resident (i.e., the member of the Obligated Group has no legal or beneficial interest in or to the funds (such funds are not paid to such member pursuant to any obligation of the resident to make such payment), but holds them as an accommodation to the resident), Ocwen agrees to comply with applicable law with respect to such funds, and further agrees that such funds may not be used by Ocwen to satisfy any indebtedness owed to Ocwen by any member of the Obligated Group whether evidenced by the Term Note, the Deferred Purchase Price Note or the BCC Note. Such funds held in trust do not include and shall not include, however, any payments made by a resident pursuant to a Residency Agreement in exchange for a resident's right to occupy a particular facility in the ordinary course of business of the Project Properties.
Resident Funds. All deposits and escrow accounts of, or for the benefit of, any of Seller's residents at the Closing Date which are transferred to Purchaser subject to the rights of such residents;
Resident Funds. 9 2.1.13. Prepaid Expenses.................................................................... 9 2.1.14. Computer Software and Hardware...................................................... 9 2.1.15. Other Intangible Assets............................................................. 9 2.2. Excluded Assets................................................................................. 9 2.2.1. Cash................................................................................ 9 2.2.2. Accounts Receivable................................................................. 9 2.2.3. Consideration....................................................................... 10 2.2.4. Pensions............................................................................ 10 2.2.5. Corporate Books..................................................................... 10 2.2.6. Third Party Claims.................................................................. 10 2.2.7. Taxes............................................................................... 10 2.2.8. Insurance Policies.................................................................. 10 2.2.9. Other Assets........................................................................ 10 2.2.10. Non-assumed Contracts............................................................... 10 2.3. License to Use Certain Assets................................................................... 10
Resident Funds. All prepaid rents, deposits and escrow accounts of, or for the benefit of, the Facilities' residents at the Closing Date;
Resident Funds. All deposits and escrow accounts paid to Seller by, or for the benefit of, any of the Facilities' residents, all prepaid rents, and all rents
