Common use of All Post-Distribution Rulings Clause in Contracts

All Post-Distribution Rulings. Ventas shall have sole and exclusive control over the process of obtaining any Post-Distribution Ruling, and only Ventas shall be permitted to apply for a Post-Distribution Ruling. In connection with obtaining a Post-Distribution Ruling, (i) Ventas shall keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by Ventas in connection therewith; (ii) Ventas shall (1) reasonably in advance of the submission of any request for a Post-Distribution Ruling provide SpinCo with a draft copy thereof; (2) reasonably consider SpinCo’s comments on such draft copy; and (3) provide SpinCo with a final copy; and (iii) Ventas shall provide SpinCo with notice reasonably in advance of, and SpinCo shall have the right to attend, any formally scheduled meetings with the IRS (subject to the approval of the IRS) that relate to such Post-Distribution Ruling. Neither SpinCo nor any SpinCo Entity shall seek any guidance from the IRS or any other Taxing Authority (whether written, verbal or otherwise) at any time concerning the Restructuring or the Distribution (including the impact of any transaction on the Restructuring or the Distribution) without Ventas’s prior written consent.

All Post-Distribution Rulings. Ventas SPG shall have sole and exclusive control over the process of obtaining any Post-Distribution Ruling, and only Ventas SPG shall be permitted to apply for a Post-Distribution Ruling. In connection with obtaining a Post-Distribution Ruling, (i) Ventas SPG shall keep SpinCo WPG informed in a timely manner of all material actions taken or proposed to be taken by Ventas SPG in connection therewith; (ii) Ventas SPG shall (1) reasonably in advance of the submission of any request for a Post-Distribution Ruling provide SpinCo WPG with a draft copy thereof; (2) reasonably consider SpinCoWPG’s comments on such draft copy; and (3) provide SpinCo WPG with a final copy; and (iii) Ventas shall provide SpinCo WPG with notice reasonably in advance of, and SpinCo WPG shall have the right to attend, any formally scheduled meetings with the IRS (subject to the approval of the IRS) that relate to such Post-Distribution Ruling. Neither SpinCo WPG nor any SpinCo WPG Entity shall seek any guidance from the IRS or any other Taxing Authority (whether written, verbal or otherwise) at any time concerning the Restructuring or the Distribution (including the impact of any transaction on the Restructuring or the Distribution) without Ventas’s prior written consent).

All Post-Distribution Rulings. Ventas Parent shall have sole and exclusive control over the process of obtaining any Post-Distribution Ruling, and only Ventas Parent shall be permitted to apply for a Post-Distribution Ruling. In connection with obtaining a Post-Distribution Ruling, (i) Ventas Parent shall keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by Ventas Parent in connection therewith; (ii) Ventas Parent shall (1) reasonably in advance of the submission of any request for a Post-Distribution Ruling provide SpinCo with a draft copy thereof; (2) reasonably consider SpinCo’s comments on such draft copy; and (3) provide SpinCo with a final copy; and (iii) Ventas Parent shall provide SpinCo with notice reasonably in advance of, and SpinCo shall have the right to attend, any formally scheduled meetings with the IRS (subject to the approval of the IRS) that relate to such Post-Distribution Ruling. Neither SpinCo nor any SpinCo Entity shall seek any guidance from the IRS or any other Taxing Authority (whether written, verbal or otherwise) at any time concerning the Restructuring Restructuring, the Distribution, the Internal Contribution or the Internal Distribution (including the impact of any transaction on the Restructuring Restructuring, the Distribution, the Internal Contribution or the Internal Distribution, as applicable) without VentasParent’s prior written consent.