Common use of Allocation of Relative Fault Clause in Contracts

Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.7: (i) any fault associated with the business conducted with the Delayed SpinCo Assets or Delayed SpinCo Liabilities (except for the gross negligence or intentional misconduct of a member of the Ventas Group) or with the ownership, operation or activities of the SpinCo Business prior to the Effective Time shall be deemed to be the fault of SpinCo and the other members of the SpinCo Group, and no such fault shall be deemed to be the fault of Ventas or any other member of the Ventas Group; (ii) any fault associated with the business conducted with the Delayed Ventas Assets or Delayed Ventas Liabilities (except for the gross negligence or intentional misconduct of a member of the SpinCo Group) shall be deemed to be the fault of Ventas and the other members of the Ventas Group, and no such fault shall be deemed to be the fault of SpinCo or any other member of the SpinCo Group; and (iii) any fault associated with the ownership, operation or activities of the Ventas Business prior to the Effective Time shall be deemed to be the fault of Ventas and the other members of the Ventas Group, and no such fault shall be deemed to be the fault of SpinCo or any other member of the SpinCo Group.

Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.7: (i) any fault associated with the business conducted with the Delayed SpinCo Transferred Assets or Delayed SpinCo Assumed Liabilities (except for the gross negligence or intentional misconduct of a member of the Ventas RemainCo Group) or with the ownership, operation or activities of the SpinCo Nevada Business prior to the Effective Time shall be deemed to be the fault of SpinCo and the other members of the SpinCo Group, and no such fault shall be deemed to be the fault of Ventas the Company or any other member of the Ventas RemainCo Group; (ii) any fault associated with the business conducted with the Delayed Ventas Retained Assets or Delayed Ventas Retained Liabilities (except for the gross negligence or intentional misconduct of a member of the SpinCo Group) shall be deemed to be the fault of Ventas the Company and the other members of the Ventas RemainCo Group, and no such fault shall be deemed to be the fault of SpinCo or any other member of the SpinCo Group; and (iii) any fault associated with the ownership, operation or activities of the Ventas Mexico Business prior to the Effective Time shall be deemed to be the fault of Ventas the Company and the other members of the Ventas RemainCo Group, and no such fault shall be deemed to be the fault of SpinCo or any other member of the SpinCo Group.

Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.7: (i) any fault associated with the business conducted with the Delayed SpinCo WPG Assets or Delayed SpinCo WPG Liabilities (except for the gross negligence or intentional misconduct of a member of the Ventas SPG Group) or with the ownership, operation or activities of the SpinCo WPG Business prior to the Effective Time shall be deemed to be the fault of SpinCo WPG and the other members of the SpinCo WPG Group, and no such fault shall be deemed to be the fault of Ventas SPG or any other member of the Ventas SPG Group; (ii) any fault associated with the business conducted with the Delayed Ventas SPG Assets or Delayed Ventas SPG Liabilities (except for the gross negligence or intentional misconduct of a member of the SpinCo WPG Group) shall be deemed to be the fault of Ventas SPG and the other members of the Ventas SPG Group, and no such fault shall be deemed to be the fault of SpinCo WPG or any other member of the SpinCo WPG Group; and (iii) any fault associated with the ownership, operation or activities of the Ventas SPG Business prior to the Effective Time shall be deemed to be the fault of Ventas SPG and the other members of the Ventas SPG Group, and no such fault shall be deemed to be the fault of SpinCo WPG or any other member of the SpinCo WPG Group.

Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.7: (i) any fault associated with the business conducted with the Delayed SpinCo AFI Assets or Delayed SpinCo AFI Liabilities (except for the gross negligence or intentional misconduct of a member of the Ventas AWI Group) or with the ownership, operation or activities of the SpinCo AFI Business prior to the Division Effective Time shall be deemed to be the fault of SpinCo AFI and the other members of the SpinCo AFI Group, and no such fault shall be deemed to be the fault of Ventas AWI or any other member of the Ventas AWI Group; (ii) any fault associated with the business conducted with the Delayed Ventas AWI Assets or Delayed Ventas AWI Liabilities (except for the gross negligence or intentional misconduct of a member of the SpinCo AFI Group) shall be deemed to be the fault of Ventas AWI and the other members of the Ventas AWI Group, and no such fault shall be deemed to be the fault of SpinCo AFI or any other member of the SpinCo AFI Group; and (iii) any fault associated with the ownership, operation or activities of the Ventas AWI Business prior to the Division Effective Time shall be deemed to be the fault of Ventas AWI and the other members of the Ventas AWI Group, and no such fault shall be deemed to be the fault of SpinCo AFI or any other member of the SpinCo AFI Group.