Authorization of the Guarantees. The Guarantees are in the form contemplated by the Indenture and have been duly authorized for issuance by the Parent Guarantor pursuant to this Agreement and the Indenture, and when the Debt Securities are executed and authenticated in accordance with the provisions of the Indenture and the Guarantees are executed and delivered in accordance with the provisions of the Indenture, the Guarantees will have been duly executed, issued and delivered and will constitute valid and binding obligations of the Parent Guarantor, enforceable against the Parent Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
Authorization of the Guarantees. Each Guarantee has been duly and validly authorized by the applicable Guarantor and, when the Original Notes are issued and delivered by or on behalf of the Company and authenticated by the Trustee against payment therefor by the Initial Purchasers in accordance with the terms of this Agreement and the Indenture, will be legally binding and valid obligations of such Guarantor, enforceable against such Guarantor in accordance with its terms, except that enforceability thereof may be limited by the Enforceability Exceptions. Each Guarantee, when the Original Notes are issued, authenticated by the Trustee and delivered by or on behalf of the Company, will conform in all material respects to the description thereof in the Offering Memorandum. Each guarantee of the Exchange Notes has been duly and validly authorized by the applicable Guarantor and, when the Exchange Notes are issued, authenticated by the Trustee and delivered by or on behalf of the Company in accordance with the terms of the Registration Rights Agreement, the Exchange Offer and the applicable indenture, will be legally binding and valid obligations of such Guarantor, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by the Enforceability Exceptions.
Authorization of the Guarantees. The Guarantees have been duly authorized by the Guarantors and, when executed and delivered by the Guarantors, and when the Notes have been duly authorized and executed by the Company and authenticated by the Trustee in accordance with the Indenture and delivered to the Underwriters against payment therefor on the Closing Date in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Guarantors entitled to the benefits of the Indenture and enforceable against the Guarantors in accordance with their terms, subject to the Enforceability Exceptions.
Authorization of the Guarantees. Each of the Guarantees has been duly authorized by all necessary corporate action of the Guarantor and duly qualified under the 1939 Act and, at the Closing Time and at the Date of Delivery, if applicable, will have been duly executed by the Guarantor and, when duly executed and delivered by the Guarantor and duly authorized, executed and delivered by the respective Guarantee Trustee, will constitute valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to (i) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (ii) judicial application of foreign laws or foreign governmental actions affecting creditors’ rights.
Authorization of the Guarantees. The Guarantee by each Subsidiary Guarantor has been duly and validly authorized by such Subsidiary Guarantor and when duly endorsed on the Notes by such Subsidiary Guarantor in accordance with the terms of the Indenture and upon delivery to the Underwriters against payment therefor in accordance with the terms hereof, will constitute valid and binding obligations of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles.
Authorization of the Guarantees. The Guarantees have been duly and validly authorized by the Guarantors for issuance and sale to the Initial Purchasers as part of the Securities pursuant to this Agreement and, when the Notes are duly executed by the Company and authenticated by the Trustee in accordance with the Indenture and delivered to the Initial Purchasers against payment therefor in accordance with the terms hereof, the Guarantees will have been validly issued and delivered and will constitute valid and legally binding obligations of the Guarantors entitled to the benefits of the Indenture and enforceable against each of the Guarantors in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authorization of the Guarantees. The Guarantees are in the form contemplated by the Indenture, have been duly authorized by the Guarantors and, at the Closing Time, will have been executed by each of the Guarantors and, when the Notes are authenticated in the manner provided for in the Indenture and delivered by the Issuers against payment by the Underwriters in accordance with the terms of this Agreement and the Indenture, will be legally binding and valid obligations of Ventas and each other Guarantor, as the case may be (assuming the due authorization, execution and delivery of the Indenture by the Trustee and the due authorization and delivery of the Notes by the Trustee in accordance with the Indenture), enforceable against each of them in accordance with their terms, except that enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and the discretion of the court before which any proceedings therefor may be brought.
Authorization of the Guarantees. The Guarantees have been duly authorized by the Company and, at the Closing Date, will have been duly executed by the Company and, when the Offered Securities are issued and delivered in the manner provided for in the Indenture, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except for the Enforceability Exceptions, and will be in the form contemplated by, and entitled to the benefits of, the Indenture. With respect to the Company, the Guarantees will rank pari passu with all unsecured and unsubordinated indebtedness of the Company that is outstanding at the Closing Date or that may be incurred thereafter, except that such Guarantees will be effectively subordinated to (Y) the claims of each existing and future secured creditor of the Company to the extent of the value of the collateral securing such indebtedness and (Z) all existing and future preferred equity and third-party indebtedness and other liabilities of the subsidiaries of the Company.
Authorization of the Guarantees. The Guarantees have been duly authorized by the Company; and the Guarantees, when the Notes have been authenticated in the manner provided for in the Indenture and issued and delivered against payment of the purchase price therefor, will be entitled to the benefits of the Indenture and will be the valid and binding obligation of the Company, enforceable against the Company in accordance with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (which principles may include implied duties of good faith and fair dealing).
Authorization of the Guarantees. Each Guarantee has been duly authorized and, at the Closing Time will have been duly executed and delivered by the applicable Guarantor and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute a valid and legally binding obligation of such Guarantor enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
