Common use of Acceptance and Assumption of Ventas Liabilities Clause in Contracts

Acceptance and Assumption of Ventas Liabilities. The applicable members of the Ventas Group shall accept and assume and agree faithfully to perform, discharge and fulfill all of the Ventas Liabilities held by the applicable members of the SpinCo Group and Ventas and the applicable members of the Ventas Group shall be responsible for all Ventas Liabilities in accordance with their respective terms, regardless of when or where such Ventas Liabilities arose or arise, whether the facts on which they are based occurred prior to or subsequent to the Effective Time, where or against whom such Ventas Liabilities are asserted or determined (including any such Ventas Liabilities arising out of claims made by Ventas’s or SpinCo’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Ventas Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Ventas Group or the SpinCo Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates.