Common use of Absence of Defaults and Conflicts upon Consummation of Offering Clause in Contracts

Absence of Defaults and Conflicts upon Consummation of Offering. None of the offer or sale of the Securities by the Selling Stockholders, the execution, delivery or performance of this Agreement by each of the Ventas Entities or the consummation by the Ventas Entities of the transactions contemplated by this Agreement to be consummated on their part and described in each of the Disclosure Package and the Prospectus violate or will violate, conflict with or constitute a breach of any of the terms or provisions of or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or results in the creation or imposition of a lien, charge, or encumbrance on any property or assets of Ventas or any Subsidiary pursuant to, (i) the charter, bylaws or other constitutive documents of Ventas or any Subsidiary, (ii) any law, statute, rule or regulation applicable to Ventas or any Subsidiary or their respective assets or properties, (iii) any judgment, order or decree of any domestic or foreign court or governmental agency or authority having jurisdiction over Ventas or any Subsidiary or their respective assets or properties or (iv) any Agreements and Instruments, except in the case of clauses (ii) and (iv), for such violations, conflicts, breaches, defaults, liens, charges or encumbrances that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. No consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any court or governmental agency, body or administrative agency, domestic or foreign, is required to be obtained or made by the Issuer or any Subsidiary for the execution, delivery and performance by the Ventas Entities of this Agreement, including the consummation of any of the transactions contemplated hereby to be consummated on their part, except such as have been or will be obtained or made at or prior to the Closing Time, including, without limitation, such as may be required by the Securities Act, state securities laws, blue sky laws and the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Absence of Defaults and Conflicts upon Consummation of Offering. None of the issuance, offer or sale of the Securities Notes by the Selling StockholdersIssuers, the execution, delivery or performance of this Agreement the Note Documents by each of the Ventas Entities or the consummation by the Ventas Entities of the transactions contemplated by this Agreement to be consummated on their part the Note Documents and described in each of the Disclosure Package and the Prospectus violate violates or will violate, conflict with or constitute a breach of any of the terms or provisions of or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or results result in the creation or imposition of a lien, charge, or encumbrance on any property or assets of Ventas or any Subsidiary pursuant to, (i) the charter, bylaws or other constitutive documents of Ventas or any Subsidiary, (ii) any law, statute, rule or regulation applicable to Ventas or any Subsidiary or their respective assets or properties, (iii) any judgment, order or decree of any domestic or foreign court or governmental agency or authority having jurisdiction over Ventas or any Subsidiary or their respective assets or properties or (iv) any Agreements and Instruments, except except, in the case of clauses (ii) and (iv), for such violations, conflicts, breaches, defaults, liens, charges or encumbrances that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. No consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any court or governmental agency, body or administrative agency, domestic or foreign, is required to be obtained or made by the Issuer Ventas or any Subsidiary for the execution, delivery and performance by the Ventas Entities of this Agreementthe Note Documents to which they are a party, including the consummation of any of the transactions contemplated hereby to be consummated on their partthereby, except such as have been or will be obtained or made at or prior to the Closing Time, including, without limitation, such as may be required by the Securities Act, state securities laws, blue sky laws and the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Absence of Defaults and Conflicts upon Consummation of Offering. None of the issuance, offer or and sale of the Securities Notes by the Selling StockholdersIssuers, the execution, delivery or and performance of this Agreement the Note Documents by each of the Ventas Entities or the consummation by the Ventas Entities of the transactions contemplated by this Agreement to be consummated on their part the Note Documents and described in each of the Disclosure Package and the Prospectus violate or will violate, conflict with or constitute a breach of any of the terms or provisions of or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or results in the creation or imposition of a lien, charge, or encumbrance on any property or assets of Ventas or any Subsidiary pursuant to, (i) the charter, bylaws or other constitutive documents of Ventas or any Subsidiary, (ii) any law, statute, rule or regulation applicable to Ventas or any Subsidiary or their respective assets or properties, (iii) any judgment, order or decree of any domestic or foreign court or governmental agency or authority having jurisdiction over Ventas or any Subsidiary or their respective assets or properties or (iv) any Agreements and or Instruments, except in the case of clauses (ii) and (iv), for such violations, conflicts, breaches, defaults, liens, charges or encumbrances that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. No consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any court or governmental agency, body or administrative agency, domestic or foreign, is required to be obtained or made by the Issuer Ventas or any Subsidiary for the execution, delivery and performance by the Ventas Entities of this Agreementthe Note Documents to which they are a party, including the consummation of any of the transactions contemplated hereby to be consummated on their partthereby, except such as have been or will be obtained or made at or prior to the Closing Time, including, without limitation, such as may be required by the Securities Act, state securities laws, blue sky laws and the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Absence of Defaults and Conflicts upon Consummation of Offering. None of the issuance, offer or and sale of the Securities Notes by the Selling StockholdersIssuers, the execution, delivery or and performance of this Agreement the Note Documents by each of the Ventas Entities and Guarantors, as applicable, or the consummation by the Ventas Entities and Guarantors, as applicable, of the transactions contemplated by this Agreement to be consummated on their part the Note Documents and described in each of the Disclosure Package and the Prospectus violate or will violate, conflict with or constitute a breach of any of the terms or provisions of or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or results in the creation or imposition of a lien, charge, or encumbrance on any property or assets of Ventas or any Subsidiary pursuant to, (i) the charter, bylaws or other constitutive documents of Ventas or any Subsidiary, (ii) any law, statute, rule or regulation applicable to Ventas or any Subsidiary or their respective assets or properties, (iii) any judgment, order or decree of any domestic or foreign court or governmental agency or authority having jurisdiction over Ventas or any Subsidiary or their respective assets or properties or (iv) any Agreements or Instruments and Instruments, except in the case of clauses (ii) and (iv), for such violations, conflicts, breaches, defaults, liens, charges or encumbrances that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. No consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any court or governmental agency, body or administrative agency, domestic or foreign, is required to be obtained or made by the Issuer Ventas or any Subsidiary for the execution, delivery and performance by the Ventas Entities and the Guarantors of this Agreementthe Note Documents to which they are a party, including the consummation of any of the transactions contemplated hereby to be consummated on their partthereby, except such as have been or will be obtained or made at on or prior to the Closing Time, including, without limitation, such as may be required by the Securities Act, state securities laws, blue sky laws and the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Absence of Defaults and Conflicts upon Consummation of Offering. None of the issuance, offer or and sale of the Securities Notes by the Selling StockholdersIssuers, the execution, delivery or and performance of this Agreement the Note Documents by each of the Ventas Entities or the consummation by the Ventas Entities of the transactions contemplated by this Agreement to be consummated on their part the Note Documents and described in each of the Disclosure Package and the Prospectus violate or will violate, conflict with or constitute a breach of any of the terms or provisions of or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or results in the creation or imposition of a lien, charge, or encumbrance on any property or assets of Ventas or any Subsidiary pursuant to, (i) the charter, bylaws or other constitutive documents of Ventas or any Subsidiary, (ii) any law, statute, rule or regulation applicable to Ventas or any Subsidiary or their respective assets or properties, (iii) any judgment, order or decree of any domestic or foreign court or governmental agency or authority having jurisdiction over Ventas or any Subsidiary or their respective assets or properties or (iv) any Agreements or Instruments and Instruments, except in the case of clauses (ii) and (iv), for such violations, conflicts, breaches, defaults, liens, charges or encumbrances that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. No consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any court or governmental agency, body or administrative agency, domestic or foreign, is required to be obtained or made by the Issuer Ventas or any Subsidiary for the execution, delivery and performance by the Ventas Entities of this Agreementthe Note Documents to which they are a party, including the consummation of any of the transactions contemplated hereby to be consummated on their partthereby, except such as have been or will be obtained or made at on or prior to the Closing Time, including, without limitation, such as may be required by the Securities Act, state securities laws, blue sky laws and the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Absence of Defaults and Conflicts upon Consummation of Offering. None of the issuance, offer or sale of the Securities by the Selling StockholdersIssuer, the execution, delivery or performance of this Agreement by each of the Ventas Entities Entities, or the consummation by the Ventas Entities of the transactions contemplated by this Agreement to be consummated on their part and described in each of the Disclosure Package and the Prospectus violate violates or will violate, conflict with or constitute a breach of any of the terms or provisions of or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or results result in the creation or imposition of a lien, charge, or encumbrance on any property or assets of Ventas or any Subsidiary pursuant to, (i) the charter, bylaws or other constitutive documents of Ventas or any Subsidiary, (ii) any law, statute, rule or regulation applicable to Ventas or any Subsidiary or their respective assets or properties, (iii) any judgment, order or decree of any domestic or foreign court or governmental agency or authority having jurisdiction over Ventas or any Subsidiary or their respective assets or properties or (iv) any Agreements and Instruments, except except, in the case of clauses (ii) and (iv), for such violations, conflicts, breaches, defaults, liens, charges or encumbrances that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. No consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any court or governmental agency, body or administrative agency, domestic or foreign, is required to be obtained or made by the Issuer or any Subsidiary for the execution, delivery and performance by the Ventas Entities of this Agreement, including the consummation of any of the transactions contemplated hereby to be consummated on their parthereby, except such as have been or will be obtained or made at or prior to the Closing Time, including, without limitation, such as may be required by the Securities Act, state securities laws, blue sky laws and the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Absence of Defaults and Conflicts upon Consummation of Offering. None of the issuance, offer or and sale of the Securities Notes by the Selling StockholdersIssuers, the execution, delivery or and performance of this Agreement the Note Documents by each of the Ventas Entities and Guarantors, as applicable, or the consummation by the Ventas Entities and Guarantors, as applicable, of the transactions contemplated by this Agreement to be consummated on their part the Note Documents and described in each of the Disclosure Package and the Prospectus violate or will violate, conflict with or constitute a breach of any of the terms or provisions of or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or results require consent under, or result in the creation or imposition of a lien, charge, or encumbrance on any property or assets of Ventas or any Subsidiary pursuant to, (i) the charter, bylaws or other constitutive documents of Ventas or any Subsidiary, (ii) any law, statute, rule or regulation applicable to Ventas or any Subsidiary or their respective assets or properties, (iii) any judgment, order or decree of any domestic or foreign court or governmental agency or authority having jurisdiction over Ventas or any Subsidiary or their respective assets or properties or (iv) any Agreements or Instruments and Instruments, except in the case of clauses (ii) and (iv), for such violations, conflicts, breaches, defaults, consents, liens, charges or encumbrances that, individually or in the aggregate, are not reasonably likely to have a Material Adverse EffectEffect and, in the case of clauses (i), (ii), (iii) and (iv), consents that have been obtained. No Assuming the accuracy of the representations and warranties of the Underwriters in Section 2 of this Agreement and the compliance by the Underwriters with their covenants in such section, no consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any court or governmental agency, body or administrative agency, domestic or foreign, is required to be obtained or made by the Issuer Ventas or any Subsidiary for the execution, delivery and performance by the Ventas Entities and the Guarantors of this Agreementthe Note Documents to which they are a party, including the consummation of any of the transactions contemplated hereby to be consummated on their partthereby, except such as have been or will be obtained or made at on or prior to the Closing Time, including, without limitation, such as may be required by the Securities Act, state securities laws, blue sky laws and the Financial Industry Regulatory Authority, NASD Inc. (the “FINRANASD”).

Absence of Defaults and Conflicts upon Consummation of Offering. None of the issuance, offer or sale of the Securities Notes by the Selling StockholdersIssuers, the execution, delivery or performance of this Agreement the Note Documents by each of the Ventas Entities or the consummation by the Ventas Entities of the transactions contemplated by this Agreement to be consummated on their part the Note Documents and described in each of the Disclosure Package and the Prospectus violate or will violate, conflict with or constitute a breach of any of the terms or provisions of or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or results in the creation or imposition of a lien, charge, or encumbrance on any property or assets of Ventas or any Subsidiary pursuant to, (i) the charter, bylaws or other constitutive documents of Ventas or any Subsidiary, (ii) any law, statute, rule or regulation applicable to Ventas or any Subsidiary or their respective assets or properties, (iii) any judgment, order or decree of any domestic or foreign court or governmental agency or authority having jurisdiction over Ventas or any Subsidiary or their respective assets or properties or (iv) any Agreements and Instruments, except in the case of clauses (ii) and (iv), for such violations, conflicts, breaches, defaults, liens, charges or encumbrances that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. No consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any court or governmental agency, body or administrative agency, domestic or foreign, is required to be obtained or made by the Issuer Ventas or any Subsidiary for the execution, delivery and performance by the Ventas Entities of this Agreementthe Note Documents to which they are a party, including the consummation of any of the transactions contemplated hereby to be consummated on their partthereby, except such as have been or will be obtained or made at or prior to the Closing Time, including, without limitation, such as may be required by the Securities Act, state securities laws, blue sky laws and the Financial Industry Regulatory Authority, Inc. (“FINRA”).