Common use of SURPLUS CASH Clause in Contracts

SURPLUS CASH. No surplus cash shall be distributed from the Transferor Partnership after the date of this Agreement unless the amount of such surplus cash has been established in accordance with the Regulatory Agreement. If (a) there shall be no outstanding unresolved HUD audit investigation relating to the Property and (b) such distribution of surplus cash relates only to the period prior to the Closing Date, all such surplus cash shall be distributed to the Transferor Partners prior to Closing; provided however, if as a result of the 1997 annual HUD audit (it being agreed that the BRI Partnership shall consult with the Transferor Agent during the HUD audit procedure), HUD (after final adjudication by regulatory and judicial authorities) determines that all or any portion of such distribution of surplus cash to the Transferor Partners was improper, the Transferor Partners, severally, agree to reimburse the Transferor Partnership immediately upon demand for all amounts so designated by HUD as improper and to indemnify, defend and hold the Transferor Partnership and the BRI Partnership harmless from and against all loss, cost, damage or expense (including reasonable legal fees) suffered or incurred as a result of such improper distribution of surplus cash. In all other cases, there shall be no adjustment at Closing regarding surplus cash, but at such time as HUD approves the distribution of surplus cash for fiscal 1997, the BRI Partnership shall receive all such surplus cash and thereafter the BRI Partnership shall promptly pay to the Transferor Agent, as distribution agent for the Transferor Partners, the Transferor Partners pro-rata share of such surplus cash allocable to the period prior to the Closing Date.