Common use of Ventas Liabilities Clause in Contracts

Ventas Liabilities. For the purposes of this Agreement, “Ventas Liabilities” shall mean (i) all Liabilities relating to, arising out of or resulting from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time) of any member of the Ventas Group and, prior to the Effective Time, any member of the SpinCo Group, in each case that are not SpinCo Liabilities, including any and all Liabilities set forth on Schedule 2.3(b); and (ii) all Liabilities arising out of claims made by any Third Party (including Ventas’s or SpinCo’s respective directors, officers, shareholders, employees and agents) against any member of the Ventas Group or the SpinCo Group to the extent relating to, arising out of or resulting from the Ventas Business or the Ventas Assets.