Delayed Ventas Transfers. If and to the extent that the valid, complete and perfected transfer or assignment to the Ventas Group of any Ventas Asset or assumption by the Ventas Group of any Ventas Liability would be a violation of applicable Law or require any Approval or Notification that has not been obtained or made by the Effective Time then, unless the Parties mutually shall otherwise determine, the transfer or assignment to the Ventas Group of such Ventas Assets or the assumption by the Ventas Group of such Ventas Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approval or Notification has been obtained or made. Notwithstanding the foregoing, any such Ventas Assets or Ventas Liabilities shall continue to constitute Ventas Assets and Ventas Liabilities for all other purposes of this Agreement.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Ventas Inc), Separation and Distribution Agreement (Care Capital Properties, Inc.), Separation and Distribution Agreement (Care Capital Properties, Inc.)
