Common use of Treatment of Delayed Ventas Assets and Delayed Ventas Liabilities Clause in Contracts

Treatment of Delayed Ventas Assets and Delayed Ventas Liabilities. If any transfer or assignment of any Ventas Asset or any assumption of any Ventas Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective Time whether as a result of the provisions of Section 2.5(e) or for any other reason (any such Ventas Asset, a “Delayed Ventas Asset” and any such Ventas Liability, a “Delayed Ventas Liability”), then, insofar as reasonably possible, the member of the SpinCo Group retaining such Delayed Ventas Asset or such Delayed Ventas Liability, as the case may be, shall thereafter hold such Delayed Ventas Asset or Delayed Ventas Liability, as the case may be, for the use and benefit of the member of the Ventas Group entitled thereto (at the expense of the member of the Ventas Group entitled thereto). In addition, the member of the SpinCo Group retaining such Delayed Ventas Asset or such Delayed Ventas Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed Ventas Asset or Delayed Ventas Liability in the ordinary course of business in accordance with past practice. Such member of the SpinCo Group shall also take such other actions as may be reasonably requested by the member of the Ventas Group to which such Delayed Ventas Asset is to be transferred or assigned, or which will assume such Delayed Ventas Liability, as the case may be, in order to place such member of the Ventas Group in a substantially similar position as if such Delayed Ventas Asset or Delayed Ventas Liability had been transferred, assigned or assumed and so that all the benefits and burdens relating to such Delayed Ventas Asset or Delayed Ventas Liability, and all costs and expenses related thereto, shall inure from and after the Effective Time to the Ventas Group.