Common use of Authority and No Violation Clause in Contracts

Authority and No Violation. The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party, the grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Real Property Assets as contemplated by this Credit Agreement and the other Fundamental Documents to which it is or will be a party, by each Credit Party, and the pledge to the Administrative Agent for the benefit of the Secured Parties of the Pledged Collateral as contemplated by Article 10 hereof, by each Pledgor and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the notes evidencing any of the Loans hereunder and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof, (i) have been duly authorized by all necessary company, partnership or corporate (as applicable) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law or any order of any Governmental Authority applicable to such Credit Party or any of its respective properties or assets, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, partnership agreement, limited liability company agreement, articles of organization or any other organizational document of any Credit Party, or any provision of any Regulatory License, Reimbursement Approval, or material indenture, agreement, bond, note, mortgage, deed of trust, or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its respective properties or assets are bound or to which such Credit Party is subject, (iv) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Regulatory License, Reimbursement Approval or material indenture, agreement, bond, note, mortgage, deed of trust, or other similar instrument and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of the Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents.

Authority and No Violation. The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party, the grant to the Administrative Collateral Agent for the benefit of the Secured Parties and/or the Tranche A Collateral Agent for the benefit of the Lenders owed the Adjusted Tranche A Obligations of the security interest in the Collateral and the Mortgaged Real Property Assets as contemplated by this Credit Agreement and the other Fundamental Documents to which it is or will be a party, by each Credit Party, and the pledge to the Administrative Agent for the benefit of the Secured Parties of the Pledged Collateral as contemplated by Article 10 hereof, by each Pledgor and, in the case of the each Borrower, the Borrowings hereunder and the execution, delivery and performance of the notes evidencing any of the Loans hereunder Notes executed by such Borrower and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 8 hereof, (i) have been duly authorized by all necessary companycorporate, limited liability company or partnership or corporate (as applicable) action on the part of each such Credit PartyParty and by all necessary stockholder, member or partner (as applicable) action, (ii) will not constitute a violation of any provision of Applicable Law that could reasonably be expected to result in a Material Adverse Effect, or a material violation of any material order of any Governmental Authority applicable to such Credit Party or any of its respective properties or assets, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, partnership agreement, limited liability company agreement, articles of organization or any other organizational document Organizational Documents of any Credit Party, or any provision of any Regulatory License, Reimbursement Approval, or material indenture, agreement, bond, note, mortgage, deed of trust, or other any similar instrument or agreement evidencing Indebtedness, or any other material agreement listed on Schedule 3.16 hereto, to which such Credit Party is a party or subject or by which such Credit Party or any of its respective properties or assets are bound or to which such Credit Party is subjectbound, (iv) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Regulatory License, Reimbursement Approval or material indenture, agreement, bond, note, mortgage, deed of trust, similar instrument or agreement evidencing Indebtedness or other similar instrument material agreement listed on Schedule 3.16 hereto, or give rise to any right under any of the foregoing to require any payment to be made by any Credit Party, and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of the Credit Parties or any Subsidiary of a Credit Party, other than pursuant to this Credit Agreement or the other Fundamental Documents.

Authority and No Violation. The execution, delivery and performance of this Credit Agreement and the other Fundamental Loan Documents to which it is a party, by each Credit Loan Party, the grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Mortgaged Real Property Assets as contemplated contemplated, and as continued, by this Credit Agreement and the other Fundamental Loan Documents to which it is or will be a party, by each Credit Loan Party, and the pledge to the Administrative Agent for the benefit of the Secured Parties of the Pledged Collateral as contemplated by Article 10 hereof, the Security Agreement by each Pledgor and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the notes evidencing any of the Loans Notes hereunder and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 8 hereof, (i) have been duly authorized by all necessary companycorporate, partnership or corporate limited liability company (as applicable) action on the part of each such Credit PartyLoan Party and by all necessary stockholder, partner or member (as applicable) action, (ii) will not constitute a violation of any provision of Applicable Law that could reasonably be expected to result in a Material Adverse Effect, or a material violation of any material order of any Governmental Authority applicable to such Credit Loan Party or any of its respective properties or assets, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, partnership agreement, limited liability company agreement, articles of organization or any other organizational document of any Credit Loan Party, or any provision of any Regulatory License, Reimbursement Approval, or material indenture, agreement, bond, note, mortgage, deed of trust, or other any similar instrument or agreement evidencing Indebtedness, or any 57 Material Agreement, to which such Credit Loan Party is a party or subject or by which such Credit Loan Party or any of its respective properties or assets are bound or to which such Credit Party is subjectbound, (iv) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Regulatory License, Reimbursement Approval or material indenture, agreement, bond, note, mortgage, deed of trust, or other similar instrument or agreement evidencing Indebtedness or Material Agreement, or give rise to any right under any of the foregoing to require any payment to be made by any Loan Party, and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of the Credit Loan Parties or any Subsidiary of a Loan Party other than pursuant to this Credit Agreement or the other Fundamental Loan Documents.

Authority and No Violation. The Except as set forth in Schedule 4.2 hereto, the execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party, the grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral Party and the Real Property Assets as contemplated by this Credit Agreement and the other Fundamental Documents to which it is or will be a party, by each Credit Party, and Borrower hereunder (or by the pledge entity authorized to the Administrative Agent for the benefit act on behalf of the Secured Parties of the Pledged Collateral as contemplated by Article 10 hereof, by each Pledgor such Borrower) and, in the case of the BorrowerBorrowers, the Borrowings hereunder and the execution, delivery and performance of the notes Notes evidencing any of the Loans hereunder and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 IX hereof, (i) have been duly authorized by all necessary company, partnership or corporate (as applicable) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law applicable Laws or any order of any Governmental Authority applicable to such Credit Party or any of its respective properties or assets, (iii) will not violate any provision of the Certificate Organizational Documents of Incorporation, By-Laws, partnership agreement, limited liability company agreement, articles of organization any Credit Party or any other organizational document Subsidiary of any a Credit Party, or any provision of any Regulatory License, Reimbursement Approval, or material indenture, agreement, bond, note, mortgage, deed of trust, or other similar instrument to VENTAS REALTY, LIMITED PARTNERSHIP SECOND AMENDMENT which such Credit Party is a party or by which such Credit Party or any of its respective properties or assets are bound or to which such Credit Party is subject, (iv) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Regulatory License, Reimbursement Approval or material indenture, agreement, bond, note, mortgage, deed of trust, or other similar instrument instrument, and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature Lien whatsoever upon any of the properties or assets of any of the Credit Parties or any Subsidiary of a Credit Party other than pursuant to this Credit Agreement or the other Fundamental Documents.

Authority and No Violation. (a) The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, party by each Credit Party, the grant to the Administrative Agent for the benefit of the Secured Parties Administrative Agent and the Lenders of the security interest in the Collateral and the Real Property Assets Pledged Securities as contemplated herein and by this Credit Agreement and the other Fundamental Documents to which it is or will be a party, by each Credit Party, and the pledge to the Administrative Agent for the benefit of the Secured Parties of the Pledged Collateral as contemplated by Article 10 hereof, by each Pledgor Party and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the notes evidencing any of the Loans hereunder Notes and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof, (ix) have been duly authorized by all necessary company, partnership corporate action (or corporate (as applicablesimilar action) action on the part of each such Credit Party, Party or (iiy) will not (i) constitute a violation of any provision of Applicable Law or any order of any Governmental Authority applicable to such Credit Party Party, or any of its respective properties or assets, (iiiii) will not violate any provision of the Certificate of Incorporation, By-–Laws, partnership operating agreement, limited liability company agreement, articles of organization partnership agreement or any other organizational document of any such Credit Party, or (iii) violate any provision of any Regulatory LicenseDistribution Agreement, Reimbursement Approval, or material indenture, agreement, bond, note, mortgage, deed of trust, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its respective 49 properties or assets are bound or to which such Credit Party is subjectbound, (iv) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Regulatory LicenseDistribution Agreement, Reimbursement Approval or material indenture, agreement, bond, note, mortgage, deed of trust, note or other similar instrument instrument, other than where any such violation referred to in clauses (x) and (y) (i)-(iv) could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever (other than Permitted Encumbrances) upon any of the properties or assets of any of the such Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents.

Authority and No Violation. The (a) Upon the entry by the Bankruptcy Court of the Interim Order (or the Final Order, when applicable), the execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, party by each Credit Party, the grant to the Administrative Agent for the benefit of the Secured Parties Administrative Agent, the Issuing Bank and the Lenders of the security interest in the Collateral and the Real Property Assets Pledged Securities as contemplated herein and by this Credit Agreement and the other Fundamental Documents to which it is or will be a party, by each Credit Party, and the pledge to the Administrative Agent for the benefit of the Secured Parties of the Pledged Collateral as contemplated by Article 10 hereof, by each Pledgor Party and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the notes evidencing any of the Loans hereunder Notes and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof, (ix) have been duly authorized by all necessary company, partnership corporate action (or corporate (as applicablesimilar action) action on the part of each such Credit Party, Party or (iiy) will not (i) constitute a violation of any provision of Applicable Law or any order of any Governmental Authority applicable to such Credit Party Party, or any of its respective properties or assets, (iiiii) will not violate any provision of the Certificate of Incorporation, By-–Laws, partnership operating agreement, limited liability company agreement, articles of organization partnership agreement or any other organizational document of any such Credit Party, or (iii) violate any provision of any Regulatory LicenseDistribution Agreement, Reimbursement Approval, or material indenture, agreement, bond, note, mortgage, deed of trust, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its respective properties or assets are bound or to which such Credit Party is subjectbound, (iv) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Regulatory LicenseDistribution Agreement, Reimbursement Approval or material indenture, agreement, bond, note, mortgage, deed of trust, note or other similar instrument instrument, other than where any such violation referred to in clauses (x) and (y) (i)-(iv) could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever (other than Permitted Encumbrances) upon any of the properties or assets of any of the such Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents.

Authority and No Violation. The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party, the grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Real Property Assets as contemplated by this Credit Agreement and the other Fundamental Documents to which it is or will be a party, by each Credit Party, and the pledge to the Administrative Collateral Agent for the benefit of the Secured Parties of the Pledged Collateral as contemplated by Article 10 hereof, by each Pledgor and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the notes evidencing any of the Loans hereunder and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof, (i) have been duly authorized by all necessary company, partnership or corporate (as applicable) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law or any order of any Governmental Authority applicable to such Credit Party or any of its respective properties or assets, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, partnership agreement, limited liability company agreement, articles of organization or any other organizational document of any Credit Party or any Subsidiary of a Credit Party, or any provision of any Regulatory License, Reimbursement Approval, or Management Agreement, material indenture, agreement, bond, note, mortgage, deed of trust, or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its respective properties or assets are bound or to which such Credit Party is subject, (iv) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Regulatory License, Reimbursement Approval or material Approval, Management Agreement, indenture, agreement, bond, note, mortgage, deed of trust, or other similar instrument and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of the Credit Parties or any Subsidiary of a Credit Party other than pursuant to this Credit Agreement or the other Fundamental Documents.

Authority and No Violation. The Except as set forth in Schedule 3.2 hereto, the execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit PartyParty and by the Borrower's general partner, Ventas, on behalf of the Borrower, the grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Real Property Assets as contemplated by this Credit Agreement and the other Fundamental Documents to which it is or will be a party, by each Credit PartyParty and by the Borrower's general partner, Ventas, on behalf of the Borrower, and the pledge to the Administrative Agent for the benefit of the Secured Parties of the Pledged Collateral as contemplated by Article 10 hereof, hereof by each Pledgor and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the notes evidencing any of the Loans hereunder and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof, (i) have been duly authorized by all necessary company, partnership or corporate (as applicable) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law or any order of any Governmental Authority applicable to such Credit Party or any of its respective properties or assets, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, partnership agreement, limited liability company agreement, articles of organization or any other organizational document of any Credit Party or any Subsidiary of a Credit Party, or any provision of any Regulatory License, Reimbursement Approval, or material indenture, agreement, bond, note, mortgage, deed of trust, or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its respective properties or assets are bound or to which such Credit Party is subject, (iv) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Regulatory License, Reimbursement Approval or material indenture, agreement, bond, note, mortgage, deed of trust, or other similar instrument instrument, and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature Lien whatsoever upon any of the properties or assets of any of the Credit Parties or any Subsidiary of a Credit Party other than pursuant to this Credit Agreement or the other Fundamental Documents.