Common use of Authority and No Violation Clause in Contracts

Authority and No Violation. 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 Party 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 Mortgaged Properties 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 by the Borrower’s general partner, Ventas, on behalf of the Borrower, 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, bylaws, 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 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 indenture, agreement, bond, note, mortgage, deed of trust, or other instrument, and (v) will not result in the creation or imposition of (or the obligation to create or impose) any 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. Except as set forth in Schedule 3.2 hereto, the The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party and by the Borrower’s general partner, Ventas, on behalf of the BorrowerParty, the grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Mortgaged Properties as contemplated by this Credit Agreement and the other Fundamental Documents to which it is or will be a party, by each Credit Party Party, and by the Borrower’s general partner, Ventas, on behalf pledge to the Administrative Agent for the benefit of the BorrowerSecured 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 Certificate of incorporationIncorporation, bylawsBy-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 instrument, similar instrument and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien 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. 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 Party and by the Borrower’s '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 Mortgaged Properties 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 by the Borrower’s 's general partner, Ventas, on behalf of the Borrower, 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, bylaws, 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 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 indenture, agreement, bond, note, mortgage, deed of trust, or other instrument, and (v) will not result in the creation or imposition of (or the obligation to create or impose) any 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. Except as set forth in Schedule 3.2 hereto, the The execution, delivery and performance of this Credit Agreement and the other Fundamental Loan Documents to which it is a party, by each Credit Party and by the Borrower’s general partner, Ventas, on behalf of the BorrowerLoan Party, the grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Mortgaged Properties as contemplated by this Credit Agreement, the Security Agreement and the other Fundamental Loan Documents to which it is or will be a party, by each Credit Party Loan Party, and the pledge to the Administrative Agent for the benefit of the Secured Parties of the Pledged Shares as contemplated by the Borrower’s general partner, Ventas, on behalf of the Borrower, Pledge Agreement by each Pledgor and, in the case of the Borrower, the Borrowings borrowing of the New Term Loan hereunder and the execution, delivery and performance of the notes evidencing any of the Loans hereunder New Term Notes and, in the case of each Guarantor, the guaranty Guaranty of the Obligations as contemplated in Article 9 8 hereof, (i) have been duly authorized by the Confirmation Order and 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 or any 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, bylawsby-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 Loan Party, or any provision of any material indenture, agreement, bond, note, mortgage, deed of trust, or other any similar instrument or agreement evidencing Indebtedness or any 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 indenture, agreement, bond, note, mortgage, deed of trust, or other instrumentany similar instrument or agreement evidencing Indebtedness or any Material Agreement, to which such Loan Party is a party, 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 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 Credit Party other than pursuant to this Credit Agreement or the other Fundamental Loan Documents.