Common use of Independent Accountants and Financial Statements Clause in Contracts

Independent Accountants and Financial Statements. Ernst & Young LLP is an independent registered public accounting firm with respect to Ventas, as required by the Securities Act and the Exchange Act. The historical financial statements, together with the related financial schedules and notes thereto, included or incorporated by reference in each of the Disclosure Package and the Prospectus that relate to Ventas and the Subsidiaries present fairly in all material respects the consolidated financial position and results of operations of Ventas and the Subsidiaries at the respective dates and for the respective periods indicated. Such historical financial statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods presented (except as disclosed in each of the Disclosure Package and the Prospectus). The supporting schedules of Ventas and the Subsidiaries, if any, included or incorporated by reference in each of the Disclosure Package and the Prospectus that relate to Ventas and the Subsidiaries present fairly in all material respects in accordance with GAAP the information required to be stated therein and comply as to form in all material respects with the applicable accounting requirements of the Securities Act. The pro forma financial statements and the related notes thereto included in the Disclosure Package and the Prospectus have been prepared on a basis consistent with such historical financial statements, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The other financial and statistical information and data included or incorporated by reference in each of the Disclosure Package and the Prospectus relating to Ventas and the Subsidiaries are accurately presented in all material respects and prepared on a basis consistent with the financial statements and the books and records of Ventas and the Subsidiaries. Other than the financial statements or supporting schedules included or incorporated by reference in the Disclosure Package and the Prospectus, no other financial statements or supporting schedules are required to be included or incorporated by reference in the Disclosure Package and the Prospectus.

Independent Accountants and Financial Statements. Ernst & Young LLP is an independent registered public accounting firm accountant with respect to Ventas, as required by the Securities Act, the Securities Act Regulations and the Exchange Act. The historical financial statements, together with the related financial schedules and notes thereto, included or incorporated by reference in each of the Base Prospectus, the Disclosure Package and the Prospectus that relate to Ventas and the Subsidiaries present fairly in all material respects the consolidated financial position and results of operations of Ventas and the Subsidiaries at the respective dates and for the respective periods indicated. Such historical financial statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods presented (except as disclosed in each of the Base Prospectus, the Disclosure Package and the Prospectus). The supporting schedules of Ventas and the Subsidiaries, if any, included or incorporated by reference in each of the Base Prospectus, the Disclosure Package and the Prospectus that relate to Ventas and the Subsidiaries present fairly in all material respects in accordance with GAAP the information required to be stated therein and comply as to form in all material respects with the applicable accounting requirements of the Securities Act. The pro forma financial statements and the related notes thereto included in the Base Prospectus, the Disclosure Package and the Prospectus have been prepared on a basis consistent with such historical financial statements, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Base Prospectus, the Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The other financial and statistical information and data included or incorporated by reference in each of the Base Prospectus, the Disclosure Package and the Prospectus relating to Ventas and the Subsidiaries are accurately presented in all material respects and prepared on a basis consistent with the financial statements and the books and records of Ventas and the Subsidiaries. Other than the financial statements or supporting schedules included or incorporated by reference in the Base Prospectus, the Disclosure Package and the Prospectus, no other financial statements or supporting schedules are required to be included or incorporated by reference in the Base Prospectus, the Disclosure Package and the Prospectus.

Independent Accountants and Financial Statements. Ernst & Young LLP is an independent registered public accounting firm accountant with respect to Ventas, as required by the Securities Act, the Securities Act Regulations and the Exchange Act. The historical financial statements, together with the related financial schedules and notes thereto, included or incorporated by reference in each of the Base Prospectus, the Disclosure Package and the Prospectus that relate to Ventas and the Subsidiaries present fairly in all material respects the consolidated financial position and results of operations of Ventas and the Subsidiaries at the respective dates and for the respective periods indicated. Such historical financial statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods presented (except as disclosed in each of the Base Prospectus, the Disclosure Package and the Prospectus). The supporting schedules of Ventas and the Subsidiaries, if any, included or incorporated by reference in each of the Base Prospectus, the Disclosure Package and the Prospectus that relate to Ventas and the Subsidiaries present fairly in all material respects in accordance with GAAP generally accepted accounting principles (“GAAP”) the information required to be stated therein and comply as to form in all material respects with the applicable accounting requirements of the Securities Act. The pro forma financial statements and the related notes thereto included in the Disclosure Package and the Prospectus have been prepared on a basis consistent with such historical financial statements, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The other financial and statistical information and data included or incorporated by reference in each of the Base Prospectus, the Disclosure Package and the Prospectus relating to Ventas and the Subsidiaries are accurately presented in all material respects and prepared on a basis consistent with the financial statements and the books and records of Ventas and the Subsidiaries. Other than the financial statements or supporting schedules included or incorporated by reference in the Disclosure Package and the ProspectusRegistration Statement, no other financial statements or supporting schedules are required to be included or incorporated by reference in the Disclosure Package Registration Statement. The pro forma condensed combined financial statements of Ventas and its Subsidiaries and the Prospectusrelated notes thereto included or incorporated by reference in each of the preliminary prospectus, the Prospectus and the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Ventas’ ratios of earnings to fixed charges set forth in each of the preliminary prospectus and the Prospectus and in Exhibit 12 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act.

Independent Accountants and Financial Statements. Ernst & Young LLP is an independent registered public accounting firm with respect to Ventas, as required by the Securities Act and the Exchange Act. The historical financial statements, together with the related financial schedules and notes thereto, if any, included or incorporated by reference in each of the Disclosure Package and the Prospectus that relate to Ventas and the Subsidiaries present fairly in all material respects the consolidated financial position and results of operations of Ventas and the Subsidiaries at the respective dates and for the respective periods indicated. Such historical financial statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods presented (except as disclosed in each of the Disclosure Package and the Prospectus). The supporting schedules of Ventas and the Subsidiaries, if any, included or incorporated by reference in each of the Disclosure Package and the Prospectus that relate to Ventas and the Subsidiaries present fairly in all material respects in accordance with GAAP the information required to be stated therein and comply as to form in all material respects with the applicable accounting requirements of the Securities Act. The pro forma financial statements and the related notes thereto thereto, if any, included in the Disclosure Package and the Prospectus have been prepared on a basis consistent with such historical financial statements, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The other financial and statistical information and data included or incorporated by reference in each of the Disclosure Package and the Prospectus relating to Ventas and the Subsidiaries are accurately presented in all material respects and prepared on a basis consistent with the financial statements and the books and records of Ventas and the Subsidiaries. Other than the financial statements or supporting schedules included or incorporated by reference in the Disclosure Package and the Prospectus, no other financial statements or supporting schedules are required to be included or incorporated by reference in the Disclosure Package and the Prospectus.

Independent Accountants and Financial Statements. Ernst & Young LLP is an independent registered public accounting firm accountant with respect to Ventas, the Company as required by the Securities 1933 Act and the Exchange Act1933 Act Regulations. The historical financial statementsstatements of the Company and its subsidiaries and Provident Senior Living Trust and its subsidiaries, together with the related financial schedules and notes thereto, included or incorporated by reference in each of the Disclosure Package Registration Statement and the Prospectus that relate to Ventas and the Subsidiaries present fairly in all material respects the consolidated financial position and results of operations of Ventas the Company and the Subsidiaries its subsidiaries and Provident Senior Living Trust and its subsidiaries, as applicable, at the respective dates and for the respective periods indicated. Such historical financial statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods presented (except as disclosed in each of the Disclosure Package Registration Statement and the Prospectus). The supporting schedules to the historical financial statements of Ventas the Company and the Subsidiariesits subsidiaries and provident Senior Living Trust and its subsidiaries, if any, included or incorporated by reference in each of the Disclosure Package and the Prospectus that relate to Ventas and the Subsidiaries Registration Statement present fairly in all material respects in accordance with GAAP the information required to be stated therein and comply as to form in all material respects with the applicable accounting requirements therein. The summary selected financial information of the Securities Act. The pro forma financial statements Company and the related notes thereto its subsidiaries and Provident Senior Living Trust and its subsidiaries included in the Disclosure Package Registration Statement and the Prospectus present fairly the information shown therein and have been prepared compiled on a basis consistent with such historical that of the audited financial statements, and the assumptions used statements included in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicableRegistration Statement. The other financial and statistical information and data included or incorporated by reference in each of the Disclosure Package Company and its subsidiaries and Provident Senior Living Trust and its subsidiaries included in the Prospectus relating to Ventas and the Subsidiaries are accurately presented in all material respects and prepared on a basis consistent with the financial statements and the books and records of Ventas the Company and its subsidiaries or Provident Senior Living Trust and its subsidiaries, as the case may be. The pro forma financial information and the Subsidiariesrelated notes thereto included in the Prospectus have been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, have been properly computed on the basis described therein, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Prospectus. Other than the There are no financial statements (historical or supporting schedules included or incorporated by reference in the Disclosure Package and the Prospectus, no other financial statements or supporting schedules pro forma) that are required to be included or incorporated by reference in the Disclosure Package and Registration Statement or the ProspectusProspectus that are not so included as required.

Independent Accountants and Financial Statements. Ernst & Young LLP is an independent registered public accounting firm with respect to Ventas, as required by the Securities Act and the Exchange Act. The historical financial statements, together with the related financial schedules and notes thereto, included or incorporated by reference in each of the Base Prospectus, the Disclosure Package and the Prospectus that relate to Ventas and the Subsidiaries present fairly in all material respects the consolidated financial position and results of operations of Ventas and the Subsidiaries at the respective dates and for the respective periods indicated. Such historical financial statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods presented (except as disclosed in each of the Base Prospectus, the Disclosure Package and the Prospectus). The supporting schedules of Ventas and the Subsidiaries, if any, included or incorporated by reference in each of the Base Prospectus, the Disclosure Package and the Prospectus that relate to Ventas and the Subsidiaries present fairly in all material respects in accordance with GAAP the information required to be stated therein and comply as to form in all material respects with the applicable accounting requirements of the Securities Act. The pro forma financial statements and the related notes thereto included in the Base Prospectus, the Disclosure Package and the Prospectus have been prepared on a basis consistent with such historical financial statements, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Base Prospectus, the Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The other financial and statistical information and data included or incorporated by reference in each of the Base Prospectus, the Disclosure Package and the Prospectus relating to Ventas and the Subsidiaries are accurately presented in all material respects and prepared on a basis consistent with the financial statements and the books and records of Ventas and the Subsidiaries. Other than the financial statements or supporting schedules included or incorporated by reference in the Base Prospectus, the Disclosure Package and the Prospectus, no other financial statements or supporting schedules are required to be included or incorporated by reference in the Base Prospectus, the Disclosure Package and the Prospectus.

Independent Accountants and Financial Statements. Ernst & Young LLP is an independent registered public accounting firm accountant with respect to Ventas, as required by the Securities Act, the Securities Act Regulations and the Exchange Act. The historical financial statements, together with the related financial schedules and notes thereto, included or incorporated by reference in each of the Base Prospectus, the Disclosure Package and the Prospectus that relate to Ventas and the Subsidiaries present fairly in all material respects the consolidated financial position and results of operations of Ventas and the Subsidiaries at the respective dates and for the respective periods indicated. Such historical financial statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods presented (except as disclosed in each of the Base Prospectus, the Disclosure Package and the Prospectus). The supporting schedules of Ventas and the Subsidiaries, if any, included or incorporated by reference in each of the Base Prospectus, the Disclosure Package and the Prospectus that relate to Ventas and the Subsidiaries present fairly in all material respects in accordance with GAAP the information required to be stated therein and comply as to form in all material respects with the applicable accounting requirements of the Securities Act. The pro forma financial statements and the related notes thereto included in the Disclosure Package and the Prospectus have been prepared on a basis consistent with such historical financial statements, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The other financial and statistical information and data included or incorporated by reference in each of the Base Prospectus, the Disclosure Package and the Prospectus relating to Ventas and the Subsidiaries are accurately presented in all material respects and prepared on a basis consistent with the financial statements and the books and records of Ventas and the Subsidiaries. Other than the financial statements or supporting schedules included or incorporated by reference in the Base Prospectus, the Disclosure Package and the Prospectus, no other financial statements or supporting schedules are required to be included or incorporated by reference in the Base Prospectus, the Disclosure Package and the Prospectus.

Independent Accountants and Financial Statements. Ernst & Young LLP is an independent registered public accounting firm with respect to Ventas, as required by the Securities Act and the Exchange Act. The historical financial statements, together with the related financial schedules and notes thereto, included or incorporated by reference in each of the Disclosure Package and the Prospectus that relate to Ventas and the Subsidiaries present fairly in all material respects the consolidated financial position and results of operations of Ventas and the Subsidiaries at the respective dates and for the respective periods indicated. Such historical financial statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods presented (except as disclosed in each of the Disclosure Package and the Prospectus). The supporting schedules of Ventas and the Subsidiaries, if any, included or incorporated by reference in each of the Disclosure Package and the Prospectus that relate to Ventas and the Subsidiaries present fairly in all material respects in accordance with GAAP the information required to be stated therein and comply as to form in all material respects with the applicable accounting requirements of the Securities Act. The pro forma financial statements and the related notes thereto thereto, if any, included in the Disclosure Package and the Prospectus have been prepared on a basis consistent with such historical financial statements, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The other financial and statistical information and data included or incorporated by reference in each of the Disclosure Package and the Prospectus relating to Ventas and the Subsidiaries are accurately presented in all material respects and prepared on a basis consistent with the financial statements and the books and records of Ventas and the Subsidiaries. Other than the financial statements or supporting schedules included or incorporated by reference in the Disclosure Package and the Prospectus, no other financial statements or supporting schedules are required to be included or incorporated by reference in the Disclosure Package and the Prospectus.

Independent Accountants and Financial Statements. Ernst & Young LLP is an independent registered public accounting firm accountant with respect to VentasVentas and its Subsidiaries, as required by the Securities 1933 Act and the Exchange Act1933 Act Regulations. The historical financial statements, together with the related financial schedules and notes thereto, included or incorporated by reference in each of the Disclosure Package and the Prospectus Offering Memorandum that relate to Ventas and the its Subsidiaries present fairly in all material respects the consolidated financial position and results of operations of Ventas and the its Subsidiaries at the respective dates and for the respective periods indicated. Such historical financial statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods presented (except as disclosed in each of the Disclosure Package and the ProspectusOffering Memorandum). The supporting schedules of Ventas and the its Subsidiaries, if any, included or incorporated by reference in each of the Disclosure Package and the Prospectus Offering Memorandum that relate to Ventas and the its Subsidiaries present fairly in all material respects in accordance with GAAP generally accepted accounting principles (“GAAP”) the information required to be stated therein and comply as to form in all material respects with the applicable accounting requirements of the Securities Acttherein. The pro forma summary financial statements and the related notes thereto information included in the Disclosure Package Offering Memorandum present fairly the information shown therein and the Prospectus have been prepared compiled on a basis consistent with such historical that of the audited financial statements, and the assumptions used statements included in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicableOffering Memorandum. The other financial and statistical information and data included or incorporated by reference in each of the Disclosure Package and the Prospectus Offering Memorandum relating to Ventas and the its Subsidiaries are accurately presented in all material respects and prepared on a basis consistent with the financial statements and the books and records of Ventas and the Subsidiaries. Other than The pro forma financial information and the financial statements or supporting schedules related notes thereto included or incorporated by reference in the Disclosure Package Offering Memorandum (A) has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, (B) has been properly computed on the Prospectus, no other basis described therein and (C) the assumptions underlying such pro forma financial statements or supporting schedules information are required to be included or incorporated by reference reasonable and are set forth in the Disclosure Package and the ProspectusOffering Memorandum.