Common use of Transfer and Assignment of SpinCo Assets Clause in Contracts

Transfer and Assignment of SpinCo Assets. Ventas shall, and shall cause the applicable members of its Group to, contribute, assign, transfer, convey and deliver to the applicable members of the SpinCo Group, and the applicable members of the SpinCo Group shall accept from Ventas and the applicable members of the Ventas Group, all of Ventas’s and such Ventas Group members’ respective direct or indirect right, title and interest in and to all of the SpinCo Assets (it being understood that if any SpinCo Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such SpinCo Asset may be assigned, transferred, conveyed and delivered to SpinCo as a result of the transfer of all of the equity interests in such Transferred Entity from Ventas or the applicable members of the Ventas Group to the applicable member of the SpinCo Group);