Ventas Group definition

Ventas Group means Ventas and each Person that is a Subsidiary of Ventas (other than SpinCo and any other member of the SpinCo Group).
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Ventas Group has the meaning ascribed thereto in the Separation Agreement.
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Ventas Group means, individually or collectively, as the case may be, (a) Ventas and any of its Subsidiaries (including, for the avoidance of doubt, any such Subsidiary that is treated as a “disregarded entity” for U.S. federal Income Tax purposes (or for purposes of any state, local or foreign Tax law) immediately after the Effective Time (and giving effect to the Restructuring and the Distribution), (b) any Person that shall have merged or liquidated into Ventas or any such Subsidiary and (c) any predecessor or successor to any Person otherwise described in this definition.
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Examples of Ventas Group in a sentence

  • SpinCo and each member of the SpinCo Group hereby waive compliance by each and every member of the Ventas Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Assets to any member of the SpinCo Group.

  • SpinCo shall be solely responsible for granting any equity-based compensation in respect of the service of SpinCo Group Employees with the Ventas Group or the SpinCo Group, prior to and following the Effective Time, respectively.

  • Ventas hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Ventas Assets to any member of the Ventas Group.

  • SpinCo shall not make, and shall not permit any other member of the SpinCo Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Ventas or any other member of the Ventas Group, or any other Person released pursuant to Section 4.1(a), with respect to any Liabilities released pursuant to Section 4.1(a).

  • Ventas shall have no responsibility of fulfilling its obligations for any previously accrued but ungranted equity-based compensation awards in respect of the service of SpinCo Group Employees with the Ventas Group or the SpinCo Group, prior to and following the Effective Time.

  • Notwithstanding anything in this Agreement to the contrary, neither SpinCo or any member of the SpinCo Group, on the one hand, nor Ventas or any member of the Ventas Group, on the other hand, shall be liable under this Agreement to the other for any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim).

  • If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Ventas Liabilities shall otherwise become assignable or able to be novated, SpinCo shall promptly assign, or cause to be assigned, and Ventas or the applicable Ventas Group member shall assume, such Unreleased Ventas Liabilities without exchange of further consideration.

  • The parties recognize that legal and other professional services will be provided following the Effective Time, which services will be rendered solely for the benefit of the Ventas Group or the SpinCo Group, as the case may be.

  • Ventas and SpinCo shall share, and Ventas shall cause each other member of the Ventas Group to share, and SpinCo shall cause each other member of the SpinCo Group to share with each other and their respective agents and vendors (without obtaining releases) all participant information necessary for the efficient and accurate administration of each of the SpinCo Benefit Plans and the Ventas Benefit Plans.

  • In the event an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the SpinCo Group, on the one hand, and the Ventas Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, if any, based upon the losses of such Group submitted to Ventas’s insurance carrier(s) (including any submissions prior to the Effective Time).


More Definitions of Ventas Group

Ventas Group has the meaning set forth in Section 9.2(b).
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Related to Ventas Group

  • Management Group means at any time, the Chairman of the board of directors, the Chief Executive Officer, the President, any Managing Director, Executive Vice President, Senior Vice President or Vice President, any Treasurer and any Secretary of Holdings or other executive officer of Holdings or any Subsidiary of Holdings at such time.

  • Dean means the Dean / Director of the concerned School;

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

  • DBS Group means any of DBS’s subsidiaries, DBS’s holding company and any subsidiaries of DBS’s holding company;

  • MNE Group means any Group that (i) includes two or more enterprises the tax residences of which are in different jurisdictions, or includes an enterprise that is resident for tax purposes in one jurisdiction and is subject to tax with respect to the business carried out through a permanent establishment in another jurisdiction, and (ii) is not an Excluded MNE Group;