Common use of Well-Known Seasoned Issuer Clause in Contracts

Well-Known Seasoned Issuer. (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) under the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) under the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, under Rule 163(c) under the Securities Act) made any offer relating to the Securities in reliance on the exemption under Rule 163 under the Securities Act, and (D) at the Execution Time (with such time being used as the determination time for purposes of this clause (D)), the Company was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act, the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form.

Well-Known Seasoned Issuer. (Ai) At the time of filing the Registration Statement, (Bii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) under of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) under of the Exchange Act or form of prospectus), (Ciii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, under of Rule 163(c) under of the Securities Act) made any offer relating to the Securities in reliance on the exemption under of Rule 163 under of the Securities Act, and (Div) at the Execution Applicable Time (with such date and time being used as the determination time date for purposes of this clause (Div)), the Company was and is a “well-known seasoned issuer” as defined in Rule 405 under of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under has been filed with the Securities Act, Commission not earlier than three years prior to the Closing Date; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act objecting to use of the automatic shelf registration statement form form; and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form.

Well-Known Seasoned Issuer. (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) under the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) under the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, under Rule 163(c) under the Securities Act) made any offer relating to the Securities Notes in reliance on the exemption under Rule 163 under the Securities Act, and (D) at the Execution Time (with such time being used as the determination time for purposes of this clause (D)), the Company was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act, the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form.

Well-Known Seasoned Issuer. (Ai) At the time of filing the Registration Statement, (Bii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) under of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) under of the Exchange Act or form of prospectus), (Ciii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, under of Rule 163(c) under of the Securities Act) made any offer relating to the Securities Senior Notes in reliance on the exemption under of Rule 163 under of the Securities Act, and (Div) at as of the Execution Time (with such time date being used as the determination time date for purposes of this clause (Div)), the Company was and is a “well-known seasoned issuer” as defined in Rule 405 under of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” ”, as defined in Rule 405 under of the Securities Act, the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form.

Well-Known Seasoned Issuer. (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) under the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) under the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, under Rule 163(c) under the Securities Act) made any offer relating to the Securities Shares in reliance on the exemption under Rule 163 under the Securities Act, and (D) at the Execution Time (with such time being used as the determination time for purposes of this clause (D)), the Company was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act, the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form.

Well-Known Seasoned Issuer. (Ai) At the time of filing the Registration Statement, (Bii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) under of the Securities Act (whether such an amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) under of the Exchange Act or form of prospectus), (Ciii) at the time the Company Company, or any person acting on its the Company’s behalf (within the meaning, for this clause only, under of Rule 163(c) under of the Securities Act) ), made any offer relating to the Securities in reliance on the exemption under of Rule 163 under of the Securities Act, and (Div) at as of the Execution Time (with such time being used as the determination time for purposes of this clause (D))Time, the Company was and is a “well-well known seasoned issuer” as defined in Rule 405 under of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under of the Securities Act, that automatically became effective not more than three years prior to the Execution Time; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form.

Well-Known Seasoned Issuer. (Ai) At the time of filing the Registration Statement, (Bii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) under of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) under of the Exchange Act or form of prospectus), (Ciii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, under of Rule 163(c) under of the Securities Act) made any offer relating to the Securities in reliance on the exemption under of Rule 163 under of the Securities Act, and (Div) at as of the Execution Time (with such time date being used as the determination time date for purposes of this clause (Div)), the Company was and is a “well-known seasoned issuer” as defined in Rule 405 under of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” ”, as defined in Rule 405 under of the Securities Act, the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form.

Well-Known Seasoned Issuer. (Ai) At the time of filing the Registration Statement, (Bii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) under of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) under of the Exchange Act or form of prospectus), (Ciii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, under of Rule 163(c) under of the Securities Act) made any offer relating to the Securities in reliance on the exemption under of Rule 163 under of the Securities Act, and (Div) at as of the Execution Time (with such time being used as the determination time for purposes of this clause (D))Time, the Company was is and is a “well-well known seasoned issuer” as defined in Rule 405 under of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under of the Securities Act, that automatically became effective not more than three years prior to the Execution Time; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form.

Well-Known Seasoned Issuer. (Ai) At the time of filing the Registration Statement, (Bii) at the time of the most recent amendment thereto thereto, if applicable, for the purposes of complying with Section 10(a)(3) under of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) under of the Exchange Act or form of prospectus)) or determining compliance under Rule 405 of the Securities Act, and (Ciii) at the time the Company Issuer or any person acting on its behalf (within the meaning, for this clause only, under of Rule 163(c) under the Securities Act) made any offer relating to the Securities in reliance on the exemption under of Rule 163 under of the Securities Act, and (D) at the Execution Time (with such time being used as the determination time for purposes of this clause (D)), the Company Issuer was and is a “well-known seasoned issuer” as defined in Rule 405 under of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under of the Securities Act, the Company and Ventas has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form.

Well-Known Seasoned Issuer. (Ai) At the time of filing the Registration Statement, (Bii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) under of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) under of the Exchange Act or form of prospectus), (Ciii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, under of Rule 163(c) under of the Securities Act) made any offer relating to the Securities in reliance on the exemption under of Rule 163 under of the Securities Act, and (Div) at the Execution Applicable Time (with such date and time being used as the determination time date for purposes of this clause (Div)), the Company was and is a “well-known seasoned issuer,” as defined in Rule 405 under of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under has been filed with the Securities Act, Commission not earlier than three years prior to the Closing Date; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act objecting to use of the automatic shelf registration statement form form; and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form.

Well-Known Seasoned Issuer. (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) under the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) under the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, under of Rule 163(c) under the Securities Act) made any offer relating to the Securities in reliance on the exemption under Rule 163 under the Securities Act, and (D) at the Execution Time (with such time being used as the determination time for purposes of this clause (D)), the Company was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act, the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form.

Well-Known Seasoned Issuer. (Ai) At the time of filing the Registration Statement, (Bii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) under of the Securities Act (whether such an amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) under of the Exchange Act or form of prospectus), (Ciii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, under of Rule 163(c) under of the Securities Act) made any offer relating to the Securities in reliance on the exemption under of Rule 163 under of the Securities Act, and (Div) at as of the Execution Time (with such time being used as the determination time for purposes of this clause (D))Time, the Company was and is a “well-well known seasoned issuer” as defined in Rule 405 under of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under of the Securities Act, that automatically became effective not more than three years prior to the Execution Time; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form.

Well-Known Seasoned Issuer. (Ai) At the time of filing the Registration Statement, (Bii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) under of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) under of the Exchange Act or form of prospectus), (Ciii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, under of Rule 163(c) under of the Securities Act) made any offer relating to the Securities in reliance on the exemption under of Rule 163 under of the Securities Act, and (Div) at the Execution Time (with such time being used as the determination time date for purposes of this clause (Div)), the Company was and is a “well-known seasoned issuer” as defined in Rule 405 under of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” ”, as defined in Rule 405 under of the Securities Act, and the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form.

Well-Known Seasoned Issuer. (Ai) At the time of filing the Registration Statement, (Bii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) under of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) under of the Exchange Act or form of prospectus), (Ciii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, under of Rule 163(c) under of the Securities Act) made any offer relating to the Securities Notes in reliance on the exemption under of Rule 163 under of the Securities Act, and (Div) at as of the Execution Time (with such time date being used as the determination time date for purposes of this clause (Div)), the Company was and is a “well-known seasoned issuer” as defined in Rule 405 under of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” ”, as defined in Rule 405 under of the Securities Act, the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under of the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form.