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200005855 <br />N. The Asset Transfers pursuant to the Settlement Agreement: (a) are or will be <br />legal, valid or effective transfers of property of the IRS Debtors' estates to the SNH <br />Entities; and (b) except for Permitted Encumbrances and to the extent the SNH Entities <br />have expressly agreed in the Settlement Agreement to discharge obligations under the <br />Assigned Contracts arising prior to or after the Closing Date (the "Assumed Contract <br />Obligations "), the Asset Transfers shall be free and clear of any and all liens, claims, <br />interests, and encumbrances under §363(f) of the Code. <br />0. Consummation of the Asset Transfers does not and will not subject the SNH <br />Entities to any debts, liabilities, obligations, commitments, responsibilities or claims of <br />any kind or nature whatsoever, whether known or unknown, contingent or otherwise, <br />existing as of the date hereof or hereafter arising, of or against the IRS Debtors, any <br />affiliate of the IHS Debtors, or any person by reason of such transfers and assignments <br />under the. laws of the United States, any state, territory or possession thereof or the <br />District of Columbia applicable to such transactions, except that the SNH Entities shall be <br />liable for payment only of the Assumed Contract Obligations. <br />P. The IHS Debtors have good title to the Transferred Assets and, accordingly, the <br />Asset Transfers to the SNH Entities will be legal, valid and effective transfers. <br />Q. The SNH Entities do not constitute a successor to the IHS Debtors because: <br />1. Other than as explicitly set forth in the Settlement Agreement with respect <br />to Permitted Encumbrances and Assumed Contract Obligations, the SNH Entities <br />are not expressly or impliedly agreeing to assume any of the IHS Debtors' debts; <br />2. The transaction does not amount to a consolidation, merger or de facto <br />-7- <br />632699_1, 07/06/00 <br />