Common use of Authority and No Violation Clause in Contracts

Authority and No Violation. The execution, delivery and performance of this Credit Agreement, the Amendment No. 2 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 Administrative Agent and the Secured Parties of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, as contemplated herein and by Amendment No. 2 and the other Fundamental Documents and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the Guarantee of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 2, (i) have been duly authorized by all necessary corporate or company (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 properties or assets, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, limited liability company agreement or any other organizational document of any Credit Party, (iv) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are bound, (v) 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 Distribution Agreement, indenture, agreement, bond, note or other instrument, and (vi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever, other than any Permitted Lien, 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, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

Authority and No Violation. (a) The execution, delivery and performance of this Credit Agreement, the Amendment No. 2 Agreement and the other Fundamental Documents to which it is a party, by each Credit Party, Party and the grant to the Administrative Agent for the benefit of itself, the Administrative Agent Issuing Bank and the Secured Parties Lenders of the a security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, as contemplated herein and by Amendment No. 2 and or in the other Fundamental Documents andDocuments, and in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes by the Borrower and, in the case of each Guarantor, the Guarantee guaranty of the Obligations as contemplated in by Article 9 hereof and as reaffirmed by Amendment No. 210 hereof, (ia) have been duly authorized by all necessary corporate or company (as applicable) action on the part of each such Credit Party, (iib) will not constitute a violation of violate any provision of any Applicable Law Law, or any order of any Governmental Authority court or other agency of the United States or any State thereof, applicable to such any Credit Party, Party or any of its respective properties or assets, (iiic) will not violate any provision of the Certificate of Incorporation, Incorporation or By-Laws, limited liability company agreement or any other organizational document of any Credit Party, (iv) will not violate or any provision of any Distribution Agreement, indenture, agreementany agreement for borrowed money, any bond, note or other similar instrument in any material respect or any other material agreement to which such any Credit Party is a party or by which such any Credit Party or any of its properties or assets are bound, (vd) will not be in conflict with, result in a breach of, of or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, under any such Distribution Agreement, indenture, agreement, bond, note note, instrument or other instrument, material agreement and (vie) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever, other than any Permitted Lien, whatsoever upon any of the properties property or assets of any of the Credit Parties Party other than pursuant to this Agreement or any other Fundamental Document. (b) There are no restrictions on the transfer of any Pledged Securities other than as a result of the Credit Agreement or applicable securities laws and the other Fundamental Documents, except, regulations promulgated thereunder or such as would not prevent the Agent from exercising its remedies with respect to such Pledged Securities in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effectan Event of Default.

Authority and No Violation. The Except as set forth in Schedule 3.2 hereto, the execution, delivery and performance of this Credit Agreement, the Amendment No. 2 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 Administrative Agent and the Secured Parties of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, Real Property Assets as contemplated herein and by Amendment No. 2 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 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 notes evidencing any of the Loans hereunder and, in the case of each Guarantor, the Guarantee guaranty of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 2hereof, (i) have been duly authorized by all necessary company, partnership or corporate or company (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, 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 agreement, articles of organization or any other organizational document of any Credit Party or any Subsidiary of a Credit Party, (iv) will not violate or any provision of any Distribution Agreement, material indenture, agreement, bond, note 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 boundbound or to which such Credit Party is subject, (viv) 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 Distribution Agreement, indenture, agreement, bond, note note, mortgage, deed of trust, or other instrument, and (viv) 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 any Permitted Lien, 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, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

Authority and No Violation. (a) The execution, delivery and performance of this Credit Agreement, the Amendment No. 2 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 Administrative Agent and the Secured Parties of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, Pledged Securities as contemplated herein and by Amendment No. 2 and the other Fundamental Documents and, in the case of the BorrowerBorrowers, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the Guarantee guaranty of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 2hereof, (i) have been duly authorized by all necessary corporate or company (as applicable) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to such Credit Party, or any of its properties or assetsassets in any material respect, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, limited liability company agreement or any other organizational document of any Credit Party, (iv) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are boundbound in any material respect, (v) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a material default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note or other instrument, and (vi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever, other than any Permitted Lien, 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, except, in . (b) There are no restrictions on the case transfer of clauses (ii), (iv) any of the Pledged Securities other than as a result of this Credit Agreement or applicable securities laws and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effectregulations promulgated thereunder.

Authority and No Violation. The execution, delivery and performance of this Credit Agreement, the Amendment No. 2 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 Administrative Agent and the Secured Parties of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, as contemplated herein and by Amendment No. 2 this Credit Agreement, the Security Agreement and the other Fundamental Loan Documents to which it is or will be a party, by each Loan Party, and the pledge to the Administrative Agent for the benefit of the Secured Parties of the Pledged Shares as contemplated by the 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 New Term Notes and, in the case of each Guarantor, the Guarantee Guaranty of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 28 hereof, (i) have been duly authorized by the Confirmation Order and all necessary corporate corporate, partnership or 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 Party, Loan Party or any of its respective properties or assets, (iii) will not violate any provision of the Certificate certificate of Incorporationincorporation, Byby-Lawslaws, partnership agreement, limited liability company agreement agreement, articles of organization or any other organizational document of any Credit Loan Party, (iv) will not violate or any provision of any Distribution Agreement, indenture, agreement, bond, note 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, (viv) 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 Distribution Agreement, indenture, agreement, bond, note 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 (viv) 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 any Permitted Lien, whatsoever upon any of the properties or assets of any of the Credit Loan Parties other than pursuant to this Credit Agreement or the other Fundamental Loan Documents, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

Authority and No Violation. The Except as set forth in Schedule 3.2 hereto, the execution, delivery and ------------ performance of this Credit Agreement, the Amendment No. 2 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 Administrative Agent and the Secured Parties of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, Mortgaged Properties as contemplated herein and by Amendment No. 2 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 notes evidencing any of the Loans hereunder and, in the case of each Guarantor, the Guarantee guaranty of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 2hereof, (i) have been duly authorized by all necessary company, partnership or corporate or company (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, Party or any of its respective properties or assets, (iii) will not violate any provision of the Certificate certificate of Incorporationincorporation, By-Lawsbylaws, partnership agreement, limited liability company agreement agreement, articles of organization or any other organizational document of any Credit Party or any Subsidiary of a Credit Party, (iv) will not violate or any provision of any Distribution Agreement, material indenture, agreement, bond, note 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 boundbound or to which such Credit Party is subject, (viv) 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 Distribution Agreement, indenture, agreement, bond, note note, mortgage, deed of trust, or other instrument, and (viv) 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 any Permitted Lien, 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, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

Authority and No Violation. The execution, delivery and performance of this Credit Agreement, the Amendment No. 2 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 Administrative Agent and the Secured Parties of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, Real Property Assets as contemplated herein and by Amendment No. 2 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 notes evidencing any of the Loans hereunder and, in the case of each Guarantor, the Guarantee guaranty of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 2hereof, (i) have been duly authorized by all necessary company, partnership or corporate or company (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, 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 agreement, articles of organization or any other organizational document of any Credit Party, (iv) will not violate or any provision of any Distribution AgreementRegulatory License, Reimbursement Approval, or material indenture, agreement, bond, note 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 boundbound or to which such Credit Party is subject, (viv) 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 Distribution AgreementRegulatory License, Reimbursement Approval or material indenture, agreement, bond, note note, mortgage, deed of trust, or other instrument, similar instrument and (viv) 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 any Permitted Lien, 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, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

Authority and No Violation. The execution, delivery and performance of this Credit Agreement, the Amendment No. 2 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 Administrative Agent and the Secured Parties of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, as contemplated herein and by Amendment No. 2 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 notes evidencing any of the Loans hereunder and, in the case of each Guarantor, the Guarantee guaranty of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 2hereof, (i) have been duly authorized by all necessary company, partnership or corporate or company (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, 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 agreement, articles of organization or any other organizational document of any Credit Party, (iv) will not violate or any provision of any Distribution AgreementRegulatory License, Reimbursement Approval, or material indenture, agreement, bond, note 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 boundbound or to which such Credit Party is subject, (viv) 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 Distribution AgreementRegulatory License, Reimbursement Approval or material indenture, agreement, bond, note note, mortgage, deed of trust, or other instrument, similar instrument and (viv) 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 any Permitted Lien, 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, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

Authority and No Violation. (a) The execution, delivery and performance of this Credit Agreement, the Amendment No. 2 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 Administrative Agent and the Secured Parties of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, as contemplated herein and by Amendment No. 2 and the other Fundamental Documents and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the Guarantee of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 2, (i) have been duly authorized by all necessary corporate or company (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, Party or any of its respective properties or assetsassets except as would not reasonably be expected to result in a Material Adverse Effect, (iii) will not violate any provision of the Certificate of Incorporation, Incorporation or By-Laws, limited liability company agreement Laws or any other organizational document of any Credit Party or any Subsidiary of a Credit Party, (iv) will not violate or, in any material respect, any provision of any Distribution AgreementRegulatory License, indenture, agreement, bond, note or other similar instrument Material Agreement or any Lien to which such Credit Party is a party or by which such Credit Party or any of its respective material properties or assets are bound, (viv) 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 Distribution AgreementRegulatory License, indenture, agreement, bond, note or other instrument, Material Agreement except as would not reasonably be expected to result in a Material Adverse Effect and (viv) 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 any Permitted 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, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.the