VTR » Topics » Section 6.1 Notices

This excerpt taken from the VTR 8-K filed Jan 19, 2007.

Section 6.1 Notices

 

(1) All notices and other communications which may or are required to be given pursuant to any provision of this Agreement shall be given or made in writing and shall be deemed to be validly given if served personally or by telecopy, in each case addressed to the particular party at:

 

  (a) If to the Vendors, at:

Sunrise Senior Living Real Estate Investment Trust

11 King Street West

Suite 1100

Toronto, Ontario

M5H 4C7

Attention: Douglas MacLatchy

Facsimile No.: (703) 854-0405

with a copy (which shall not constitute notice) to:

Mr. J. Michael Warren, Chairman

Facsimile No.: (519) 371-5766

with a further copy (which shall not constitute notice) to:

 

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Stikeman Elliott LLP

5300 Commerce Court West

199 Bay Street

Toronto, Ontario, Canada M5L 1B9

Attention: David Ehrlich and Donald Belovich

Facsimile No.: (416) 947-0866

 

  (b) If to Ventas or the Purchasers, at:

10350 Ormsby Park Place,

Suite 300

Louisville, Kentucky 40223

Attention: Richard T. Riney, Esq.

Facsimile No.: (502) 357-9029

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

USA

Attention: Robin Panovka, Esq.

    Trevor S. Norwitz, Esq.

Facsimile No.: (212) 403-2000

and:

Osler, Hoskin & Harcourt LLP

100 King Street West

1 First Canadian Place

Suite 6100

P.O. Box 50

Toronto, Ontario M5X 1B8

Attention: Clay Horner

Facsimile No.: (416) 862-6666

or at such other address of which any party may, from time to time, advise the other parties by notice in writing given in accordance with the foregoing. The date of receipt of any such notice shall be deemed to be the date of delivery or telecopying thereof.

 

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This excerpt taken from the VTR 8-K filed Dec 13, 2005.

Section 12.02 Notices.

 

Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

 

If to the Issuers and/or any Guarantor:

 

Ventas, Inc.

10350 Ormsby Park Place, Suite 300

Louisville, Kentucky 40223

Telecopier No.: (502) 357-9001

Attention: General Counsel

 

With a copy to:

 

Willkie Farr & Gallagher

787 Seventh Avenue

New York, New York 10019-6099

Telecopier No.: (212) 728-8111

Attention: Leslie Mazza, Esquire

 

102


If to the Trustee:

 

U.S. Bank National Association

425 Walnut ML CN WN 06 CT

Cincinnati, Ohio 45202

Telecopier No.: (513) 632-5511

Attention: Corporate Trust Administration

 

The Issuers, any Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

 

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

 

Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

 

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

 

If the Issuers mail a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

 

These excerpts taken from the VTR 8-K filed Jun 13, 2005.

Section 12.02 Notices.

 

Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

 

If to the Issuers and/or any Guarantor:

 

Ventas, Inc.

10350 Ormsby Park Place, Suite 300

Louisville, Kentucky 40223

Telecopier No.: (502) 357-9001

Attention: General Counsel

 

With a copy to:

 

Willkie Farr & Gallagher

787 Seventh Avenue

New York, New York 10019-6099

Telecopier No.: (212) 728-8111

Attention: Leslie Mazza, Esquire

 

If to the Trustee:

 

U.S. Bank National Association

425 Walnut ML CN WN 06 CT

Cincinnati, Ohio 45202

Telecopier No.: (513) 632-5511

Attention: Corporate Trust Administration

 

The Issuers, any Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

 

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

 

Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

 

97


If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

 

If the Issuers mail a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

 

Section 12.02 Notices.

 

Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

 

If to the Issuers and/or any Guarantor:

 

Ventas, Inc.

10350 Ormsby Park Place, Suite 300

Louisville, Kentucky 40223

Telecopier No.: (502) 357-9001

Attention: General Counsel

 

With a copy to:

 

Willkie Farr & Gallagher

787 Seventh Avenue New York,

New York 10019-6099

Telecopier No.: (212) 728-8111

Attention: Leslie Mazza, Esquire

 

97


If to the Trustee:

 

U.S. Bank National Association

425 Walnut ML CN WN 06 CT

Cincinnati, Ohio 45202

Telecopier No.: (513) 632-5511

Attention: Corporate Trust Administration

 

The Issuers, any Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

 

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

 

Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

 

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

 

If the Issuers mail a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

 

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