Common use of Authorization of the Guarantees Clause in Contracts

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 are in the form contemplated by the Indenture, have been duly authorized by the Guarantors Guarantors, and, at the Closing Time, will have been executed by each of the Guarantors and, when the Original Notes are authenticated in the manner provided for in the Indenture and delivered by the Issuers against payment by the Underwriters Initial Purchasers 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 Original 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 are in the form contemplated by the applicable 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 Original Notes are authenticated in the manner provided for in the applicable Indenture and delivered by the Issuers against payment by the Underwriters Initial Purchasers in accordance with the terms of this Agreement and the applicable 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 applicable Indenture by the Trustee and the due authorization and delivery of the Original Notes by the Trustee in accordance with the applicable 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.