Ventas Group definition

Ventas Group has the meaning ascribed thereto in the Separation Agreement.
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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 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 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.

  • In no event shall Ventas, any other member of the Ventas Group or any Ventas Indemnitee have Liability or obligation whatsoever to any member of the SpinCo Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the SpinCo Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date.

  • The repairs, in the Commission's judgment, are adequate to remove the imminent safety hazard or failure to conform.

  • The parties hereto intend that, as of, and contingent upon, the Effective Time, all Individual Agreements between any SpinCo Group Employee and any member of the Ventas Group shall, other than with respect to restrictive covenants contained therein (including any provisions with respect to the ability to enforce such restrictive covenants), have been superseded by Individual Agreements between the applicable SpinCo Group Employee and a member of the SpinCo Group.

  • 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).

  • Ventas will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Ventas Group.

  • Except as required by applicable local Law, Ventas and its Affiliates shall take all actions necessary to ensure that, as of immediately prior to the Effective Time, (i) all SpinCo Group Employees are employed by a member of the SpinCo Group and (ii) all Ventas Group Employees are employed by a member of the Ventas Group.

  • 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 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.

  • Ventas shall not make, and shall not permit any other member of the Ventas 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 SpinCo or any other member of the SpinCo Group, or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(b).


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 head of a faculty of the University;

  • 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;

  • Constellation has the meaning assigned to that term in the Recitals.

  • Xxxxxx Group shall have the meaning set forth in Section 9.2(b) hereof.

  • Asset management means a systematic process of operating and maintaining the state system of

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • GP means Gottbetter & Partners, LLP.

  • Operating Company means an “operating company” within the meaning of 29 C.F.R. §2510.3-101(c) of the Plan Asset Regulations.

  • CAL means client access license.

  • Xxxxxxx Group means (i) any member of the Xxxxxxx Family, (ii) Xxxxxxx Energy Partners I, LP and SEP Management I, LLC, (iii) Xxxxxxx Parent, (iv) Xxxxxxx Investor, (v) Xxxxxxx Production Partners LP, (vi) Xxxxxxx Oil & Gas Corporation, (vii) Blackstone Newco and (viii) any Person Controlled by any one or more of the foregoing (other than the General Partner, the Partnership or any of their respective Subsidiaries).

  • CHS means Code Xxxxxxxx & Xxxxxxx IV LP, a Delaware limited partnership.

  • CBS shall have the meaning set forth in the Preamble.

  • AMR means Automated Meter Reading.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • financial holding company means a financial holding company as defined in point (20) of Article 4(1) of Regulation (EU) No 575/2013;

  • Broadridge means Broadridge Financial Solutions, Inc.

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups: