Common use of Deemed Exchange Clause in Contracts

Deemed Exchange. (a) Subject to Section 2.4, in the event that: (i) a Holder has become an Excluded Person; or (ii) a pledgee of Class B LP Units in connection with a bona fide financing permitted by the provisions of the Partnership Agreement (a "BONA FIDE PLEDGEE") shall have delivered to the Fund, the Trust and the GP a duly executed and completed Notice of Realization, the Class B LP Units held by the Holder who has so become an Excluded Person (in the case of (i)) and the Exchangeable Partnership Units so pledged (in the case of (ii)) shall be deemed to have been exchanged by the Holder (the "DEEMED EXCHANGE") for the Applicable Number of Units for each such Class B LP Unit (A) immediately prior to the date the Holder became an Excluded Person and (B) at 8:30 a.m. on the date of the Notice of Realization, respectively (the "DEEMED EXCHANGE TIME"). (b) Absent an agreement to the contrary, the exchange procedures set forth in Section 2.5 shall apply to a Deemed Exchange but, for greater certainty, with retroactive effect to the Deemed Exchange Time. (c) Each Holder acknowledges and agrees that, subject as hereinafter provided, none of the Fund, the Trust, the GP, the LP or the Fund's registrar and transfer agent shall in any way whatsoever be liable or responsible for any loss or damage suffered by the Holder, and the Holder indemnifies the Fund, the Trust, the GP, the LP and the Fund's registrar and transfer agent against any loss or damage suffered by any of them, in each case by reason only of a Deemed Exchange contemplated by Section 2.2(i) and the realization of Class B LP Units contemplated thereby. Nothing herein shall be construed, for greater certainty, to release or indemnify the Fund, the Trust, the GP, the LP or the Fund's registrar and transfer agent from any liability to the Holder properly arising by reason of the Fund's, the Trust's, the GP's, the LP's or the Fund's registrar and transfer agent's failure to perform their respective covenants and obligations and otherwise comply with the provisions of, any agreement entered into by them or their affiliates with the Holder or accruing to the benefit of the Holder, including this Agreement, the Partnership Agreement and the Declaration of Trust. Each of the Fund, the Trust, the GP, the LP and the registrar and transfer agent of the Fund shall be entitled, without further independent investigation, to give effect to, act in furtherance of and otherwise acknowledge and recognize such a Deemed Exchange upon receipt of a duly completed and executed Notice of Realization.

Deemed Exchange. (a) Subject to Section 2.4, in the event that: (i) a Holder if an Exchangeable LP Unitholder has become an Excluded Person; or (ii) a pledgee of Class B LP Units in connection with a bona fide financing permitted by on the provisions of Redemption Date, (iii) the Partnership Agreement (a "BONA FIDE PLEDGEE") shall have delivered to the Fund, the Trust and the GP a duly executed and completed Notice of Realization, the Class B Exchangeable LP Units held by the Holder Exchangeable LP Unitholder who has so become an Excluded Person (in the case of (i)) and the Exchangeable Partnership LP Units so pledged outstanding on the Redemption Date (in the case of (ii)) shall be deemed to have been exchanged by the Holder Exchangeable LP Unitholder(s) (the "DEEMED EXCHANGE"“Deemed Exchange”) for the Applicable Number of Fund Units for each such Class B Exchangeable LP Unit (A) immediately prior to the date the Holder Exchangeable LP Unitholder became an Excluded Person (in the case of (i)) and (B) at 8:30 6:30 a.m. (Toronto, Ontario time) on the date Redemption Date (in the case of (ii)) (respectively, the Notice of Realization, respectively (the "DEEMED EXCHANGE TIME"“Deemed Exchange Time”). (b) Absent an agreement to the contrary, the exchange procedures set forth in Section 2.5 2.5(b) shall apply to a Deemed Exchange Exchange, mutatis mutandis, but, for greater certainty, with retroactive effect to the Deemed Exchange Time. (c) Each Holder Exchangeable LP Unitholder acknowledges and agrees that, subject as hereinafter provided, none of the Fund, the Extendicare Trust, the GPExtendicare Holding Partnership, the LP Holding GP or the Fund's ’s registrar and transfer agent shall in any way whatsoever be liable or responsible for any loss or damage suffered by the HolderExchangeable LP Unitholder, and the Holder indemnifies Exchangeable LP Unitholder agrees to indemnify the Fund, the Extendicare Trust, the GPExtendicare Holding Partnership, the LP Holding GP and the Fund's ’s registrar and transfer agent against any loss or damage suffered by any of them, in each case by reason only of a Deemed Exchange contemplated by Section 2.2(i) and the realization of Class B LP Units contemplated thereby2.2(a). Nothing herein shall be construed, for greater certainty, to release or indemnify the Fund, the Extendicare Trust, the GPExtendicare Holding Partnership, the LP Holding GP or the Fund's ’s registrar and transfer agent from any liability to the Holder Exchangeable LP Unitholder properly arising by reason of the Fund's’s Extendicare Trust’s, the Trust'sExtendicare Holding Partnership’s, the Holding GP's, the LP's ’s or the Fund's ’s registrar and transfer agent's ’s failure to perform their respective covenants and obligations and otherwise comply with the provisions of, of any agreement entered into by them or their affiliates with the Holder Exchangeable LP Unitholder or accruing to the benefit of the HolderExchangeable LP Unitholder, including this Agreement, the Limited Partnership Agreement Agreement, the Fund Deed of Trust and the Declaration Trust Deed of Trust. Each of the Fund, the Trust, the GP, the LP and the registrar and transfer agent of the Fund shall be entitled, without further independent investigation, to give effect to, act in furtherance of and otherwise acknowledge and recognize such a Deemed Exchange upon receipt of a duly completed and executed Notice of Realization.