Common use of Trustee's Duties with Respect to Conversion Provisions Clause in Contracts

Trustee's Duties with Respect to Conversion Provisions. The Trustee and any conversion agent shall have no duty, responsibility or liability to any Holder to determine whether any facts exist which may require any adjustment of the conversion rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the registration under securities laws, listing, validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security, and neither the Trustee nor any conversion agent makes any representation with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of Ventas, Inc. to make any cash payment or to issue, transfer or deliver any shares of stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion; and the Trustee and any conversion agent, subject to the provisions of § 3.13 of the TIA, shall not be responsible for any failure of Ventas, Inc. to comply with any of the covenants of Ventas, Inc. contained in this Article 12.

Trustee's Duties with Respect to Conversion Provisions. The Trustee and any conversion agent shall have no duty, responsibility or liability to any Holder to determine whether any facts exist which may require any adjustment of the conversion rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the registration under securities laws, listing, validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security, and neither the Trustee nor any conversion agent makes any representation with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of Ventas, Inc. the Company to make any cash payment or to issue, transfer or deliver any shares of stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion; and the Trustee and any conversion agent, subject to the provisions of § Section 3.13 of the TIA, shall not be responsible for any failure of Ventas, Inc. the Company to comply with any of the covenants of Ventas, Inc. the Company contained in this Article 12.

Trustee's Duties with Respect to Conversion Provisions. The Trustee and any conversion agent shall have no duty, responsibility or liability to any Holder to determine whether any facts exist which may require any adjustment of the conversion rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the registration under securities laws, listing, validity or value (or the kind or amount) of any shares of Common StockShares, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security, and neither the Trustee nor any conversion agent makes any representation with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of Ventas, Inc. the Company to make any cash payment or to issue, transfer or deliver any shares of stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion; and the Trustee and any conversion agent, subject to the provisions of § 3.13 Section 313 of the TIATrust Indenture Act, shall not be responsible for any failure of Ventas, Inc. the Company to comply with any of the covenants of Ventas, Inc. the Company contained in this Article 12Sixteen.

Trustee's Duties with Respect to Conversion Provisions. The Trustee and any conversion agent shall have no duty, not at any time be under any duty or responsibility or liability to any Holder Securityholder to determine whether any facts exist which may require any adjustment of the conversion raterate or conversion price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the registration under securities laws, listing, validity or value (or the kind or amount) of any shares of Common Capital Stock, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security, ; and neither the Trustee nor any conversion agent makes any representation with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of Ventas, Inc. the Issuer to make any cash payment or to issue, transfer or deliver any shares of stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion; and the Trustee and any conversion agentTrustee, subject to the provisions of § 3.13 of the TIAArticle 5, and any conversion agent shall not be responsible for any failure of Ventas, Inc. the Issuer to comply with any of the covenants of Ventas, Inc. the Issuer contained in this Article 1213.

Trustee's Duties with Respect to Conversion Provisions. The Trustee and any conversion agent shall have no duty, responsibility or liability to any Holder to determine whether any facts exist which may require any adjustment of the conversion rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the registration under securities laws, listing, validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security, and neither the Trustee nor any conversion agent makes any representation with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of Ventas, Inc. the Company to make any cash payment or to issue, transfer or deliver any shares of stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion; and the Trustee and any conversion agent, subject to the provisions of § 3.13 Section 313 of the TIATrust Indenture Act, shall not be responsible for any failure of Ventas, Inc. the Company to comply with any of the covenants of Ventas, Inc. the Company contained in this Article 12Sixteen.

Trustee's Duties with Respect to Conversion Provisions. The Trustee and any conversion agent shall have no duty, not at any time be under any duty or responsibility or liability to any Holder to determine whether any facts exist which may require any adjustment of the conversion rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the registration under securities laws, listing, validity or value (or the kind or amount) of any shares of Common Capital Stock, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security, ; and neither the Trustee nor any conversion agent makes any representation with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of Ventas, Inc. the Company to make any cash payment or to issue, transfer or deliver any shares of stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion; conversions, and the Trustee and any conversion agentTrustee, subject to the provisions of § 3.13 of the TIASection 7.01, and any conversion agent shall not be responsible for any failure of Ventas, Inc. the Company to comply with any of the covenants of Ventas, Inc. the Company contained in this Article 12.Sixteen. ARTICLE SEVENTEEN

Trustee's Duties with Respect to Conversion Provisions. The Trustee and any conversion agent shall have no duty, not at any time be under any duty or responsibility or liability to any Holder to determine whether any facts exist which may require any adjustment of the conversion rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the registration under securities laws, listing, validity or value (or the kind or amount) of any shares of Common Capital Stock, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security, ; and neither the Trustee nor any conversion agent makes any representation with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of Ventas, Inc. the Company to make any cash payment or to issue, transfer or deliver any shares of stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion; conversions, and the Trustee and any conversion agentTrustee, subject to the provisions of § 3.13 of the TIASection 7.01, and any conversion agent shall not be responsible for any failure of Ventas, Inc. the Company to comply with any of the covenants of Ventas, Inc. the Company contained in this Article 12Sixteen.

Trustee's Duties with Respect to Conversion Provisions. The Trustee and any conversion agent shall have no duty, ,responsibility or liability to any Holder to determine whether any facts exist which may require any adjustment of the conversion rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the registration under securities laws, listing, ,validity or value (or the kind or amount) of any shares of Common StockShares, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security, and neither the Trustee nor any conversion agent makes any representation with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of Ventas, Inc. the Company to make any cash payment or to issue, transfer or deliver any shares of stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion; and the Trustee and any conversion agent, subject to the provisions of § 3.13 Section 313 of the TIA, shall not be responsible for any failure of Ventas, Inc. the Company to comply with any of the covenants of Ventas, Inc. the Company contained in this Article 12Thirteen.

Trustee's Duties with Respect to Conversion Provisions. The Trustee and any conversion agent shall have no duty, responsibility or liability to any Holder to determine whether any facts exist which may require any adjustment of the conversion rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the registration under securities laws, listing, validity or value (or the kind or amount) of any shares of Common StockShares, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security, and neither the Trustee nor any conversion agent makes any representation with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of Ventas, Inc. the Company to make any cash payment or to issue, transfer or deliver any shares of stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion; and the Trustee and any conversion agent, subject to the provisions of § 3.13 Section 313 of the TIATrust Indenture Act, shall not be responsible for any failure of Ventas, Inc. the Company to comply with any of the covenants of Ventas, Inc. the Company contained in this Article 12Sixteen.

Trustee's Duties with Respect to Conversion Provisions. The Trustee and any conversion agent shall have no duty, not at any time be under any duty or responsibility or liability to any Holder of Securities to determine whether any facts exist which may require any adjustment of the conversion rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the registration under securities laws, listing, validity or value (or the kind or amount) of any shares of Common Capital Stock, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security, ; and neither the Trustee nor any conversion agent makes any representation with respect thereto. Neither the Trustee nor any conversion agent shall be responsible or liable for any failure of Ventas, Inc. the Company to make any cash payment or to issue, transfer or deliver any shares of stock or stock certificates or -89- 102 other securities or property upon the surrender of any Security for the purpose of conversion; and the Trustee and any conversion agentTrustee, subject to the provisions of § 3.13 of the TIASection 601, and any conversion agent shall not be responsible or liable for any failure of Ventas, Inc. the Company to comply with any of the covenants of Ventas, Inc. the Company contained in this Article 12Fourteen.

Trustee's Duties with Respect to Conversion Provisions. The Trustee and any conversion agent shall have no duty, responsibility or liability to any Holder to determine whether any facts exist which may require any adjustment of the conversion rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture 107 provided to be employed, in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the registration under securities laws, listing, validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security, and neither the Trustee nor any conversion agent makes any representation with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of Ventas, Inc. the Company to make any cash payment or to issue, transfer or deliver any shares of stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion; and the Trustee and any conversion agent, subject to the provisions of § 3.13 Section 313 of the TIATrust Indenture Act, shall not be responsible for any failure of Ventas, Inc. the Company to comply with any of the covenants of Ventas, Inc. the Company contained in this Article 12Sixteen.

Trustee's Duties with Respect to Conversion Provisions. The Trustee and any conversion agent shall have no duty, responsibility or liability to any Holder to determine whether any facts exist which may require any adjustment of the conversion rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the registration under securities laws, listing, validity or value (or the kind or amount) of any shares of Class A Common Stock, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security, and neither the Trustee nor any conversion agent makes any representation with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of Ventas, Inc. the Company to make any cash payment or to issue, transfer or deliver any shares of stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion; and the Trustee and any conversion agent, subject to the provisions of § 3.13 Section 313 of the TIATrust Indenture Act, shall not be responsible for any failure of Ventas, Inc. the Company to comply with any of the covenants of Ventas, Inc. the Company contained in this Article 12Thirteen.

Trustee's Duties with Respect to Conversion Provisions. The Trustee and any conversion agent shall have no duty, responsibility or liability to any Holder to determine whether any facts exist which may require any adjustment of the conversion rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the registration under securities laws, listing, validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security, and neither the Trustee nor any conversion agent makes any representation with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of Ventas, Inc. to make any cash payment or to issue, transfer or deliver any shares of stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion; and the Trustee and any conversion agent, subject to the provisions of § 3.13 of the TIA, agent shall not be responsible for any failure of Ventas, Inc. to comply with any of the covenants of Ventas, Inc. contained in this Article 1213.

Trustee's Duties with Respect to Conversion Provisions. The Trustee and any conversion agent shall have no duty, responsibility or liability to any Holder to determine whether any facts exist which may require any adjustment of the conversion rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the registration under securities laws, listing, validity or value (or the kind or amount) of any shares of Common StockShares, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security, and neither the Trustee nor any conversion agent makes any representation with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of Ventas, Inc. the Company to make any cash payment or to issue, transfer or deliver any shares of stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion; and the Trustee and any conversion agent, subject to the provisions of § 3.13 Section 313 of the TIA, shall not be responsible for any failure of Ventas, Inc. the Company to comply with any of the covenants of Ventas, Inc. the Company contained in this Article 12Thirteen.

Trustee's Duties with Respect to Conversion Provisions. The Trustee and any conversion agent shall have no duty, not at any time be under any duty or responsibility or liability to any Holder to determine whether any facts exist which may require any adjustment of the conversion rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the registration under securities laws, listing, validity or value (or the kind or amount) of any shares of Common Capital Stock, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security, ; and neither the Trustee nor any conversion agent makes any representation with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of Ventas, Inc. the Company to make any cash payment or to issue, transfer or deliver any shares of stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion; conversions, and the Trustee and any conversion agentTrustee, subject to the provisions of § 3.13 of the TIASection 7.01, and any conversion agent shall not be responsible for any failure of Ventas, Inc. the Company to comply with any of the covenants of Ventas, Inc. the Company contained in this Article 12Sixteen. ________________________________ hereby accepts the trusts in this Indenture, upon the terms and conditions hereinabove set forth.