No Material Liabilities, Events. Since September 30, 2011, none of Ventas or any Subsidiary shall have had any material liabilities or obligations, direct or, contingent, that were not set forth in Ventas’s consolidated balance sheet as of September 30, 2011 or in the notes thereto, incorporated by reference in the Base Prospectus, the preliminary prospectus and the Prospectus or otherwise described in the Disclosure Package and the Prospectus, other than the performance by Ventas of its obligations under ordinary course executory contracts that are not in default, that could not reasonably be expected to have a Material Adverse Effect and that are not required by GAAP, as modified by the Securities Act and the Exchange Act, to be disclosed on a regularly prepared balance sheet or in the notes thereto. Since the respective dates as of which information is given in each of the Disclosure Package and the Prospectus, except as otherwise stated therein, (a) none of Ventas or any Subsidiary shall have (1) incurred any liability or obligation, direct or contingent, that is, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, or (2) entered into any material transaction not in the ordinary course of business, (b) there shall not have been any event or development in respect of the business or condition (financial or otherwise) of Ventas and the Subsidiaries that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect and (c) there shall not have been any change in the long-term debt of Ventas or any of the Subsidiaries or in the authorized capitalization of Ventas.
Appears in 2 contracts
Samples: Underwriting Agreement (Ventas Inc), Underwriting Agreement (Prometheus Senior Quarters LLC)
No Material Liabilities, Events. (i) Since September 30, 2011, none of Ventas or any Subsidiary shall have had any material liabilities or obligations, direct or, contingent, that were not set forth in Ventas’s consolidated balance sheet as of September 30, 2011 or in the notes thereto, incorporated by reference in the Base Prospectus, the preliminary prospectus and the Prospectus or otherwise described in the Disclosure Package and the Prospectus, other than the performance by Ventas of its obligations under ordinary course executory contracts that are not in default, that could not reasonably be expected to have a Material Adverse Effect and that are not required by GAAP, as modified by the Securities Act and the Exchange Act, to be disclosed on a regularly prepared balance sheet or in the notes thereto. Since the respective dates as of which information is given in each of the Disclosure Package and the Prospectus, except as otherwise stated therein, (a) none of Ventas or any Subsidiary shall have (1) incurred any liability or obligation, direct or contingent, that is, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, or (2) entered into any material transaction not in the ordinary course of business, (b) there shall not have been any event or development in respect of the business or condition (financial or otherwise) of Ventas and the Subsidiaries that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect and (c) there shall not have been any adverse change in the long-term debt of Ventas or any of the Subsidiaries or in the authorized capitalization of Ventas; and
(ii) There shall not have occurred any downgrading, nor shall any notice have been given of (x) any intended or potential downgrading or (y) of any review for a possible change that does not indicate the direction of the possible change, in each case, in the rating accorded any securities of Ventas or any of its Subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act.
Appears in 1 contract
Samples: Underwriting Agreement (Ventas Inc)
No Material Liabilities, Events. (i) Since September June 30, 20112012, none of Ventas or any Subsidiary shall have had any material liabilities or obligations, direct or, or contingent, that were not set forth in Ventas’s consolidated balance sheet as of September June 30, 2011 2012 or in the notes thereto, incorporated by reference in the Base Prospectus, the preliminary prospectus and the Prospectus or otherwise described in the Disclosure Package and the Prospectus, other than the performance by Ventas of its obligations under ordinary course executory contracts that are not in default, that could not reasonably be expected to have a Material Adverse Effect and that are not required by GAAP, as modified by the Securities Act and the Exchange Act, to be disclosed on a regularly prepared balance sheet or in the notes thereto. Since the respective dates as of which information is given in each of the Disclosure Package and the Prospectus, except as otherwise stated therein, (a) none of Ventas or any Subsidiary shall have (1) incurred any liability or obligation, direct or contingent, that is, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, or (2) entered into any material transaction not in the ordinary course of business, (b) there shall not have been any event or development in respect of the business or condition (financial or otherwise) of Ventas and the Subsidiaries that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect and (c) there shall not have been any adverse change in the long-term debt of Ventas or any of the Subsidiaries or in the authorized capitalization of Ventas; and
(ii) There shall not have occurred any downgrading, nor shall any notice have been given of (x) any intended or potential downgrading or (y) of any review for a possible change that does not indicate the direction of the possible change, in each case, in the rating accorded any securities of Ventas or any of its Subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act.
Appears in 1 contract
Samples: Underwriting Agreement (Ventas Inc)
No Material Liabilities, Events. Since September 30March 31, 20112012, none of Ventas or any Subsidiary shall have had any material liabilities or obligations, direct or, or contingent, that were not set forth in Ventas’s consolidated balance sheet as of September 30March 31, 2011 2012 or in the notes thereto, incorporated by reference in the Base Prospectus, the preliminary prospectus and the Prospectus or otherwise described in the Disclosure Package and the Prospectus, other than the performance by Ventas of its obligations under ordinary course executory contracts that are not in default, that could not reasonably be expected to have a Material Adverse Effect and that are not required by GAAP, as modified by the Securities Act and the Exchange Act, to be disclosed on a regularly prepared balance sheet or in the notes thereto. Since the respective dates as of which information is given in each of the Disclosure Package and the Prospectus, except as otherwise stated therein, (a) none of Ventas or any Subsidiary shall have (1) incurred any liability or obligation, direct or contingent, that is, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, or (2) entered into any material transaction not in the ordinary course of business, (b) there shall not have been any event or development in respect of the business or condition (financial or otherwise) of Ventas and the Subsidiaries that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect and (c) there shall not have been any change in the long-term debt of Ventas or any of the Subsidiaries or in the authorized capitalization of Ventas.
Appears in 1 contract
Samples: Underwriting Agreement (Ventas Inc)
No Material Liabilities, Events. (i) Since September 30March 31, 2011, none of Ventas or any Subsidiary shall have had any material liabilities or obligations, direct or, contingent, that were not set forth in Ventas’s ’ consolidated balance sheet as of September 30March 31, 2011 or in the notes thereto, incorporated by reference in the Base Prospectus, the preliminary prospectus and the Prospectus or otherwise described in the Disclosure Package and the Prospectus, other than the performance by Ventas of its obligations under ordinary course executory contracts that are not in default, that could not reasonably be expected to have a Material Adverse Effect and that are not required by GAAP, as modified by the Securities Act and the Exchange Act, to be disclosed on a regularly prepared balance sheet or in the notes thereto. Since the respective dates as of which information is given in each of the Disclosure Package and the Prospectus, except as otherwise stated therein, (a) none of Ventas or any Subsidiary shall have (1) incurred any liability or obligation, direct or contingent, that is, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, or (2) entered into any material transaction not in the ordinary course of business, (b) there shall not have been any event or development in respect of the business or condition (financial or otherwise) of Ventas and the Subsidiaries that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect and (c) there shall not have been any change in the long-term debt of Ventas or any of the Subsidiaries or in the authorized capitalization of Ventas; and
(ii) There shall not have occurred any downgrading, nor shall any notice have been given of (x) any intended or potential downgrading or (y) of any review for a possible change that does not indicate the direction of the possible change, in each case, in the rating accorded any securities of Ventas or any of its Subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act.
Appears in 1 contract
Samples: Underwriting Agreement (Ventas Inc)