1654

LAWS OF MARYLAND

Ch. 288

(3) ALL CONDITIONS OF THE TRANSFER HAVE BEEN
SATISFIED.

13-1B-08.

(A)  ON THE TRANSFER DATE THE MEDICAL SYSTEM CORPORATION
SHALL TAKE ALL LEGAL ACTION NECESSARY TO ASSUME THE MEDICAL
SYSTEM LIABILITIES, BUT ONLY TO THE EXTENT EXPRESSLY PROVIDED IN
THIS SUBTITLE AND THE ANNUAL CONTRACT; THE MEDICAL SYSTEM
CORPORATION SHALL NOT BE LIABLE FOR ANY OTHER DEBTS, OBLIGATIONS,
OR LIABILITIES OF THE STATE OR THE UNIVERSITY INCURRED OR ARISING
IN CONNECTION WITH THE MEDICAL SYSTEM PRIOR TO THE TRANSFER DATE.
THIS ASSUMPTION OF LIABILITIES SHALL BE AN ASSUMPTION OF SUCH
LIABILITIES AS THEY EXIST ON THE TRANSFER DATE; PROVIDED,
HOWEVER, THIS PROVISION SHALL BE CONSTRUED AND APPLIED TO GIVE
EFFECT TO ALL PROVISIONS OF LAW AND DEFENSES APPLICABLE TO SUCH
LIABILITIES PRIOR TO THE TRANSFER DATE.

(B)  REGARDLESS OF ANY ASSUMPTION OF LIABILITY BY THE
MEDICAL SYSTEM CORPORATION, THE PAYMENT OF ANY SETTLEMENT OR
JUDGMENT AGAINST A STATE OFFICER OR EMPLOYEE INCURRED OR ARISING
IN CONNECTION WITH THE MEDICAL SYSTEM PRIOR TO THE TRANSFER DATE
SHALL BE DETERMINED PURSUANT TO ARTICLE 78A, § 16C OF THE CODE,
AND, IF THE BOARD OF PUBLIC WORKS DETERMINES TO MAKE A PAYMENT
TO SATISFY SUCH SETTLEMENT OR JUDGMENT, SUCH PAYMENT SHALL BE
MADE ONLY FROM THE STATE GENERAL EMERGENCY FUND OR THE STATE
INSURANCE TRUST FUND.

(C)  EFFECTIVE ON THE TRANSFER DATE, THE MEDICAL SYSTEM
CORPORATION SHALL ASSUME RESPONSIBILITY FOR AND SHALL DEFEND,
INDEMNIFY, AND HOLD HARMLESS THE UNIVERSITY AND THE STATE WITH
RESPECT TO:

(1)  ALL LIABILITIES AND DUTIES OF THE UNIVERSITY
PURSUANT TO CONTRACTS AND AGREEMENTS FOR COMMODITIES, SERVICES,
AND SUPPLIES UTILIZED BY THE MEDICAL SYSTEM;

(2)  ALL CLAIMS RELATED TO THE EMPLOYMENT RELATIONSHIP
AFTER THE TRANSFER DATE BETWEEN MEDICAL SYSTEM PERSONNEL AND THE
UNIVERSITY AND THE STATE; AND

(3)  ALL CLAIMS FOR BREACH OF CONTRACT RESULTING FROM
THE MEDICAL SYSTEM CORPORATION'S ACTION OR FAILURE TO ACT AFTER
THE TRANSFER DATE.

(D)  THE MEDICAL SYSTEM CORPORATION WILL DESIGNATE LEGAL
COUNSEL TO REPRESENT MEDICAL SYSTEM UNIVERSITY PERSONNEL
DETERMINED BY THE ATTORNEY GENERAL TO BE ENTITLED TO LEGAL
REPRESENTATION PURSUANT TO ARTICLE 32A, § 12B OF THE CODE, WITH
RESPECT TO ACTS OR OMISSIONS IN THE COURSE OF SERVICES RELATED TO
THE MEDICAL SYSTEM ON OR AFTER THE TRANSFER DATE. THE ATTORNEY
GENERAL SHALL NOT BE RESPONSIBLE FOR REPRESENTING SUCH
INDIVIDUALS FOR ACTIONS ON OR AFTER THE TRANSFER DATE. THE
MEDICAL SYSTEM CORPORATION SHALL BE RESPONSIBLE FOR PAYING ANY