Common use of Certain Representations and Warranties by Seller Clause in Contracts

Certain Representations and Warranties by Seller. Seller hereby represents and warrants to Purchaser that, as of the date hereof, (a) Seller is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware and Seller has all requisite power and authority to execute and deliver, and to perform all of its obligations under, this Agreement and nothing prohibits or restricts the right or ability of Seller to close the transactions contemplated hereunder and carry out the terms hereof, (b) this Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, (c) the execution and delivery of this Agreement by Seller does not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller or, to the best of Seller’s knowledge, the Property is subject, (d) all the documents to be delivered by Seller at Closing (as hereinafter defined) will, at Closing, be duly authorized, executed and delivered by Seller (and/or, if applicable, its affiliates), will be the legal, valid and binding obligations of Seller (and/or, if applicable, its affiliates), and be enforceable against Seller (and/or, if applicable, its affiliates) in accordance with their respective terms, and the execution and delivery thereof will not violate any provision of any agreement or judicial order to which Seller (and/or, if applicable, its affiliates) is a party or, to the best of Seller’s knowledge, to which the Property is subject, (e) except with respect to the Master Lease (as hereinafter defined), Seller has not entered into any agreement to sell, lease, or otherwise transfer all or any portion of the Property, (f) to the best of Seller’s knowledge, Seller is not required to obtain the consent to the Transactions (as defined below) hereby contemplated from any person or entity that is a party to a document of record affecting the Property, (g) no lienable repair, alteration, improvement, work, brokerage or service of any kind has been performed or materials supplied for or to the Property at Seller’s direction, except for such lienable repairs, alterations, improvements, work, brokerage or services as have been paid for by Seller or for which, by the terms of that certain Third Amended and Restated Master Lease Agreement (as hereafter amended, the “Master Lease”) bearing even date herewith by and among Seller, Purchaser and certain other entities or by the terms of the Brighton Lease (which term shall have the same meaning herein as in the Master Lease), Purchaser is obligated to reimburse Seller, (h) there exists no mortgage or other lien on the Property created or expressly assumed by Seller, or if such mortgage or other lien exists, other than in relation to the Brighton Indebtedness, Seller shall cause same to be released of record on or before Closing at Seller’s sole cost and expense, and (i) there exists no judgment against Seller that is a lien against the Property (other than any such judgment as to which, by the terms of the Master Lease or the Brighton Lease, Seller is entitled to be indemnified by Purchaser). All representations and warranties made by Seller in this Section 4 shall be true and correct in all material respects on the date made and their continued validity as to any material fact as of the Closing Date shall be a condition precedent to Purchaser's obligation to close the transactions contemplated by this Agreement and the Termination Agreement (as hereinafter defined) (collectively, the “Transactions”). At the Closing, Seller shall execute and deliver to Purchaser a “Bring-Down Certification” certifying that its representations and warranties contained in this Section 4 remain true and correct in all material respects as of the Closing Date, except insofar as any such representation or warranty is no longer true or correct due to the acts or omissions of Purchaser or to the obtaining, after the date hereof, of knowledge not known to Seller as of the date hereof.

Certain Representations and Warranties by Seller. Seller hereby represents and warrants to Purchaser that, as of the date hereof, that (a) Seller is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware and Seller has all requisite power and authority to execute and deliver, and to perform all of its obligations under, this Agreement and nothing prohibits or restricts the right or ability of Seller to close the transactions contemplated hereunder and carry out the terms hereof, (b) this Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, (cb) the execution and delivery of this Agreement by Seller does not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller or, to the best of Seller’s 's knowledge, the Property is subject, (dc) all the documents to be delivered by Seller at Closing (as hereinafter defined) will, at Closing, be duly authorized, executed and delivered by Seller (and/or, if applicable, its affiliates), will be the legal, valid and binding obligations of Seller (and/or, if applicable, its affiliates), and be enforceable against Seller (and/or, if applicable, its affiliates) in accordance with their respective terms, and the execution and delivery thereof will not violate any provision of any agreement or judicial order to which Seller (and/or, if applicable, its affiliates) is a party or, to the best of Seller’s 's knowledge, to which the Property is subject, (ed) except with respect to the Master Lease (as hereinafter defined), Seller has not entered into any agreement to sell, lease, or otherwise transfer sell all or any portion of the PropertyProperty (other than Purchaser, in certain limited circumstances as described in the Master Leases), (fe) to the best of Seller’s 's knowledge, Seller is not required to obtain the consent of any ground lessor, lender or other person or entity to the Transactions (as defined below) hereby contemplated from other than as described below, (f) to the best of Seller's knowledge, the Ground Lease relative to the Casa Xxxx property remains in full force and effect and a true and correct copy thereof is attached hereto and made a part hereof as Exhibit L (and, in such regard, Seller represents and warrants that, except as provided in the Consent and Estoppel Certificate dated June 1, 2000 which is included in Exhibit L, Seller has not entered in to any person or entity that is a party to a document amendment of record affecting the PropertyGround Lease since April 30, 1998), (g) Seller has not received any notice of default from the ground lessor under the Ground Lease, (h) within the past 125 days, no lienable repair, alteration, improvement, work, brokerage or service of any kind has been performed or materials supplied for or to the Property at Seller’s 's direction, except for such lienable repairs, alterations, alterations improvements, work, brokerage or services as have been paid for by Seller or for which, by the terms of that certain Third Amended and Restated Master Lease Agreement (as hereafter amended, the “Master Lease”) bearing even date herewith by and among Seller, Purchaser and certain other entities or by the terms of the Brighton Lease (which term shall have the same meaning herein as in the Master Lease)Leases, Purchaser is obligated to reimburse Seller, (h) there exists no mortgage or other lien on the Property created or expressly assumed by Seller, or if such mortgage or other lien exists, other than in relation to the Brighton Indebtedness, Seller shall cause same to be released of record on or before Closing at Seller’s sole cost and expense, and (i) there exists no judgment against Seller that is a lien against the Property (other than any such judgment as to which, which by the terms of the Master Lease Leases or the Brighton Lease1998 Plan of Reorganization referenced therein or documents executed pursuant to such plan, Seller is entitled to be indemnified by Purchaser); provided, however, that, relative to, and in limitation of, the foregoing representations and warranties, Purchaser acknowledges that, as provided in Section 5(a) above, the consent of the ground lessor under the Ground Lease is required and further that the Lender Approval is required and that, as of the date hereof, neither such ground lessor consent nor the Lender Approval has been obtained. All representations and warranties made by Seller in this Section 4 6 shall be true and correct in all material respects on the date made and their continued validity as to any material fact as of the Closing Date shall be a condition precedent to Purchaser's obligation to close the transactions contemplated by this Agreement Transactions hereby contemplated, and at the Termination Agreement (as hereinafter defined) (collectively, the “Transactions”). At the Closing, Closing Seller shall execute and deliver to Purchaser a “Bring-Down Certification” certifying certification that its representations and warranties contained in this Section 4 6 remain true and correct in all material respects as of the Closing Date, except insofar as any such representation or warranty is no longer true or correct due to the acts or omissions of Purchaser or to the obtaining, after the date hereof, of knowledge not known to Seller as of the date hereof.

Certain Representations and Warranties by Seller. Seller hereby represents and warrants to Purchaser that, as of the date hereof, that (a) Seller is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware and Seller has all requisite power and authority to execute and deliver, and to perform all of its obligations under, this Agreement and nothing prohibits or restricts the right or ability of Seller to close the transactions contemplated hereunder and carry out the terms hereof, (b) this Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, (cb) the execution and delivery of this Agreement by Seller does not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller or, to the best of Seller’s knowledge, the Property is subject, (dc) all the documents to be delivered by Seller at Closing (as hereinafter defined) will, at Closing, be duly authorized, executed and delivered by Seller (and/or, if applicable, its affiliates), will be the legal, valid and binding obligations of Seller (and/or, if applicable, its affiliates), and be enforceable against Seller (and/or, if applicable, its affiliates) in accordance with their respective terms, and the execution and delivery thereof will not violate any provision of any agreement or judicial order to which Seller (and/or, if applicable, its affiliates) is a party or, to the best of Seller’s knowledge, to which the Property is subject, (ed) except with respect to the Master Lease (as hereinafter defined), Seller has not entered into any agreement to sell, lease, or otherwise transfer sell all or any portion of the Property, (f) to the best of Seller’s knowledge, Seller is not required to obtain the consent to the Transactions (as defined below) hereby contemplated from any person or entity that is a party to a document of record affecting the Property, (g) no lienable repair, alteration, improvement, work, brokerage or service of any kind has been performed or materials supplied for or to the Property at Seller’s direction, except for such lienable repairs, alterations, improvements, work, brokerage or services as have been paid for by Seller or for which, by the terms of that certain Third Amended and Restated Master Lease Agreement (as hereafter amended, the “Master Lease”) bearing even date herewith by and among Seller, Purchaser and certain other entities or by the terms of the Brighton Lease (which term shall have the same meaning herein as in the Master Lease), Purchaser is obligated to reimburse Seller, (h) there exists no mortgage or other lien on the Property created or expressly assumed by Seller, or if such mortgage or other lien exists, other than in relation to the Brighton Indebtedness, Seller shall cause same to be released of record on or before Closing at Seller’s sole cost and expense, and (ie) there exists no judgment against Seller that is a lien against the Property (other than any such judgment as to which, by the terms of either of the Master Lease or the Brighton LeaseLeases, Seller or Ventas is entitled to be indemnified by Purchaser). All representations and warranties made by Seller in this Section 4 shall be true and correct in all material respects on the date made and their continued validity as to any material fact as of the Closing Date shall be a condition precedent to Purchaser's obligation to close the transactions contemplated by this Agreement and the Termination Agreement (as hereinafter defined) (collectively, the “Transactions”). At the Closing, Seller shall execute and deliver to Purchaser a “Bring-Down Certification” certifying that its representations and warranties contained in this Section 4 remain true and correct in all material respects as of the Closing Date, except insofar as any such representation or warranty is no longer true or correct due to the acts or omissions of Purchaser or to the obtaining, after the date hereof, of knowledge not known to Seller as of the date hereofits affiliates).

Certain Representations and Warranties by Seller. Seller hereby represents and warrants to Purchaser that, as of the date hereof, that (a) Seller is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware and Seller has all requisite power and authority to execute and deliver, and to perform all of its obligations under, this Agreement and nothing prohibits or restricts the right or ability of Seller to close the transactions contemplated hereunder and carry out the terms hereof, (b) this Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, (cb) the execution and delivery of this Agreement by Seller does not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller or, to the best of Seller’s knowledge, the Property is subject, (dc) all the documents to be delivered by Seller at Closing (as hereinafter defined) will, at Closing, be duly authorized, executed and delivered by Seller (and/or, if applicable, its affiliates), will be the legal, valid and binding obligations of Seller (and/or, if applicable, its affiliates), and be enforceable against Seller (and/or, if applicable, its affiliates) in accordance with their respective terms, and the execution and delivery thereof will not violate any provision of any agreement or judicial order to which Seller (and/or, if applicable, its affiliates) is a party or, to the best of Seller’s knowledge, to which the Property is subject, (ed) except with respect to the Master Lease (as hereinafter defined), Seller has not entered into any agreement to sell, lease, or otherwise transfer sell all or any portion of the PropertyProperty (other than to Purchaser, in certain limited circumstances as described in the Master Leases), (fe) to the best of Seller’s knowledge, and except as otherwise expressly provided herein, Seller is not required to obtain the consent of any ground lessor, lender or other person or entity to the Transactions (as defined below) hereby contemplated from any person or entity that is a party to a document of record affecting the Propertycontemplated, (gf) within the past 125 days, no lienable repair, alteration, improvement, work, brokerage or service of any kind has been performed or materials supplied for or to the Property at Seller’s (or, in the case of Westridge, Ventas Finance I, LLC’s) direction, except for such lienable repairs, alterations, alterations improvements, work, brokerage or services as have been paid for by Seller or Ventas Finance I, LLC or for which, by the terms of that certain Third Amended and Restated Master Lease Agreement (as hereafter amended, the “Master Lease”) bearing even date herewith by and among Seller, Purchaser and certain other entities or by the terms of the Brighton Lease (which term shall have the same meaning herein as in the Master Lease)Leases, Purchaser is obligated to reimburse SellerSeller or Ventas Finance I, (h) there exists no mortgage or other lien on the Property created or expressly assumed by Seller, or if such mortgage or other lien exists, other than in relation to the Brighton Indebtedness, Seller shall cause same to be released of record on or before Closing at Seller’s sole cost and expenseLLC, and (ig) there exists no judgment against Seller that is a lien against the Property (other than any such judgment as to which, which by the terms of the Master Lease Leases or the Brighton Lease1998 Plan of Reorganization referenced therein or documents executed pursuant to such plan, Seller or Ventas Finance I, LLC is entitled to be indemnified by Purchaser); provided, however, that, relative to, and in limitation of, the foregoing representations and warranties, Purchaser acknowledges that (i) the Lender Approval is required, and that, as of the date hereof, the Lender Approval has not been obtained and (ii) with respect to the conveyance of Westridge, the Westridge Releases are required, and that, as of the date hereof, the Westridge Releases have not been obtained. All representations and warranties made by Seller in this Section 4 6 shall be true and correct in all material respects on the date made and their continued validity as to any material fact as of the Closing Date shall be a condition precedent to Purchaser's ’s obligation to close the transactions contemplated by this Agreement Transactions hereby contemplated, and the Termination Agreement (as hereinafter defined) (collectively, the “Transactions”). At at the Closing, Seller shall execute and deliver to Purchaser a “Bring-Down Certification” certifying certification that its representations and warranties contained in this Section 4 6 remain true and correct in all material respects as of the Closing Date, except insofar as any such representation or warranty is no longer true or correct due to the acts or omissions of Purchaser or to the obtaining, after the date hereof, of knowledge not known to Seller as of the date hereof.

Certain Representations and Warranties by Seller. Seller hereby represents and warrants to Purchaser that, as of the date hereof, (a) Seller is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware and Seller has all requisite power and authority to execute and deliver, and to perform all of its obligations under, this Agreement and nothing prohibits or restricts the right or ability of Seller to close the transactions contemplated hereunder and carry out the terms hereof, (b) this Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, (cb) the execution and delivery of this Agreement by Seller does not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller or, to the best of Seller’s knowledge, the Property is subject, (dc) all the documents to be delivered by Seller at Closing (as hereinafter defined) will, at Closing, be duly authorized, executed and delivered by Seller (and/or, if applicable, its affiliates), will be the legal, valid and binding obligations of Seller (and/or, if applicable, its affiliates), and be enforceable against Seller (and/or, if applicable, its affiliates) in accordance with their respective terms, and the execution and delivery thereof will not violate any provision of any agreement or judicial order to which Seller (and/or, if applicable, its affiliates) is a party or, to the best of Seller’s knowledge, to which the Property is subject, (ed) except with respect to the Master Lease (as hereinafter defined), Seller has not entered into any agreement to sell, lease, or otherwise transfer sell all or any portion of the PropertyProperty (other than to Purchaser, in certain limited circumstances as described in the Master Lease), (fe) to the best of Seller’s knowledge, Seller is not required to obtain the consent to the Transactions (as defined below) hereby contemplated from any person or entity that is a party to a document of record affecting the Property, (gf) within the past [125][to match applicable statutory period] days, no lienable repair, alteration, improvement, work, brokerage or service of any kind has been performed or materials supplied for or to the Property at Seller’s direction, except for such lienable repairs, alterations, improvements, work, brokerage or services as have been paid for by Seller or for which, by the terms of that certain Third Amended and Restated Master Lease Agreement (as hereafter amended, the “Master Lease”) bearing even date herewith by and among Seller, Purchaser and certain other entities or by the terms of the Brighton Lease (which term shall have the same meaning herein as in the Master Lease), Purchaser is obligated to reimburse Seller, (h) there exists no mortgage or other lien on the Property created or expressly assumed by Seller, or if such mortgage or other lien exists, other than in relation to the Brighton Indebtedness, Seller shall cause same to be released of record on or before Closing at Seller’s sole cost and expense, and (ig) there exists no judgment against Seller that is a lien against the Property (other than any such judgment as to which, which by the terms of the Master Lease or the Brighton Lease1998 Plan of Reorganization referenced therein or documents executed pursuant to such plan, Seller is entitled to be indemnified by Purchaser). All representations and warranties made by Seller in this Section 4 6 shall be true and correct in all material respects on the date made and their continued validity as to any material fact as of the Closing Date shall be a condition precedent to Purchaser's ’s obligation to close the transactions contemplated by this Agreement and the Termination Agreement (as hereinafter defined) (collectively, the “Transactions”). At the Closing, Seller shall execute and deliver to Purchaser a “Bring-Down Certification” certifying that its representations and warranties contained in this Section 4 remain true and correct in all material respects as of the Closing Date, except insofar as any such representation or warranty is no longer true or correct due to the acts or omissions of Purchaser or to the obtaining, after the date hereof, of knowledge not known to Seller as of the date hereof.

Certain Representations and Warranties by Seller. Seller hereby represents and warrants to Purchaser that, as of the date hereof, (a) Seller is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware and Seller has all requisite power and authority to execute and deliver, and to perform all of its obligations under, this Agreement and nothing prohibits or restricts the right or ability of Seller to close the transactions contemplated hereunder and carry out the terms hereof, (b) this Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, (cb) the execution and delivery of this Agreement by Seller does not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller or, to the best of Seller’s knowledge, the Property is subject, (dc) all the documents to be delivered by Seller at Closing (as hereinafter defined) will, at Closing, be duly authorized, executed and delivered by Seller (and/or, if applicable, its affiliates), will be the legal, valid and binding obligations of Seller (and/or, if applicable, its affiliates), and be enforceable against Seller (and/or, if applicable, its affiliates) in accordance with their respective terms, and the execution and delivery thereof will not violate any provision of any agreement or judicial order to which Seller (and/or, if applicable, its affiliates) is a party or, to the best of Seller’s knowledge, to which the Property is subject, (ed) except with respect to the Master Lease (as hereinafter defined), Seller has not entered into any agreement to sell, lease, or otherwise transfer sell all or any portion of the PropertyProperty (other than to Purchaser, in certain limited circumstances as described in the Master Lease), (fe) to the best of Seller’s knowledge, Seller is not required to obtain the consent to the Transactions (as defined below) hereby contemplated from any person or entity that is a party to a document of record affecting the Property, (gf) within the past [125][to match applicable statutory period] days, no lienable repair, alteration, improvement, work, brokerage or service of any kind has been performed or materials supplied for or to the Property at Seller’s direction, except for such lienable repairs, alterations, improvements, work, brokerage or services as have been paid for by Seller or for which, by the terms of that certain Third Amended and Restated Master Lease Agreement (as hereafter amended, the “Master Lease”) bearing even date herewith by and among Seller, Purchaser and certain other entities or by the terms of the Brighton Lease (which term shall have the same meaning herein as in the Master Lease), Purchaser is obligated to reimburse Seller, (h) there exists no mortgage or other lien on the Property created or expressly assumed by Seller, or if such mortgage or other lien exists, other than in relation to the Brighton Indebtedness, Seller shall cause same to be released of record on or before Closing at Seller’s sole cost and expense, and (ig) there exists no judgment against Seller that is a lien against the Property (other than any such judgment as to which, which by the terms of the Master Lease or the Brighton Lease1998 Plan of Reorganization referenced therein or documents executed pursuant to such plan, Seller is entitled to be indemnified by Purchaser), (h) to Seller’s actual knowledge, the Ground Lease has not been amended or otherwise modified except pursuant to the documents listed in Schedule 2.1C of the Master Lease, and (i) Seller has not received a notice of default under the Ground Lease within past 12 months that Purchaser has not received notice of or does not have knowledge of. All representations and warranties made by Seller in this Section 4 6 shall be true and correct in all material respects on the date made and their continued validity as to any material fact as of the Closing Date shall be a condition precedent to Purchaser's ’s obligation to close the transactions contemplated by this Agreement and the Termination Agreement (as hereinafter defined) (collectively, the “Transactions”). At the Closing, Seller shall execute and deliver to Purchaser a “Bring-Down Certification” certifying that its representations and warranties contained in this Section 4 remain true and correct in all material respects as of the Closing Date, except insofar as any such representation or warranty is no longer true or correct due to the acts or omissions of Purchaser or to the obtaining, after the date hereof, of knowledge not known to Seller as of the date hereof.

Certain Representations and Warranties by Seller. Seller hereby represents and warrants to Purchaser that, as of the date hereof, that (a) Seller is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware and Seller has all requisite power and authority to execute and deliver, and to perform all of its obligations under, this Agreement and nothing prohibits or restricts the right or ability of Seller to close the transactions contemplated hereunder and carry out the terms hereof, (b) this Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, (cb) the execution and delivery of this Agreement by Seller does not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller or, to the best of Seller’s 's knowledge, the Property is subject, (dc) all the documents to be delivered by Seller at Closing (as hereinafter defined) will, at Closing, be duly authorized, executed and delivered by Seller (and/or, if applicable, its affiliates), will be the legal, valid and binding obligations of Seller (and/or, if applicable, its affiliates), and be enforceable against Seller (and/or, if applicable, its affiliates) in accordance with their respective terms, and the execution and delivery thereof will not violate any provision of any agreement or judicial order to which Seller (and/or, if applicable, its affiliates) is a party or, to the best of Seller’s 's knowledge, to which the Property is subject, (ed) except with respect to the Master Lease (as hereinafter defined), Seller has not entered into any agreement to sell, lease, or otherwise transfer sell all or any portion of the PropertyProperty (other than to Purchaser, in certain limited circumstances as described in the Master Leases), (fe) to the best of Seller’s 's knowledge, and except as otherwise expressly provided herein, Seller is not required to obtain the consent of any ground lessor, lender or other person or entity to the Transactions (as defined below) hereby contemplated from any person or entity that is a party to a document of record affecting the Propertycontemplated, (gf) within the past 125 days, no lienable repair, alteration, improvement, work, brokerage or service of any kind has been performed or materials supplied for or to the Property at Seller’s 's (or, in the case of Westridge, Ventas Finance I, LLC's) direction, except for such lienable repairs, alterations, alterations improvements, work, brokerage or services as have been paid for by Seller or Ventas Finance I, LLC or for which, by the terms of that certain Third Amended and Restated Master Lease Agreement (as hereafter amended, the “Master Lease”) bearing even date herewith by and among Seller, Purchaser and certain other entities or by the terms of the Brighton Lease (which term shall have the same meaning herein as in the Master Lease)Leases, Purchaser is obligated to reimburse SellerSeller or Ventas Finance I, (h) there exists no mortgage or other lien on the Property created or expressly assumed by Seller, or if such mortgage or other lien exists, other than in relation to the Brighton Indebtedness, Seller shall cause same to be released of record on or before Closing at Seller’s sole cost and expenseLLC, and (ig) there exists no judgment against Seller that is a lien against the Property (other than any such judgment as to which, which by the terms of the Master Lease Leases or the Brighton Lease1998 Plan of Reorganization referenced therein or documents executed pursuant to such plan, Seller or Ventas Finance I, LLC is entitled to be indemnified by Purchaser); provided, however, that, relative to, and in limitation of, the foregoing representations and warranties, Purchaser acknowledges that (i) the Lender Approval is required, and that, as of the date hereof, the Lender Approval has not been obtained and (ii) with respect to the conveyance of Westridge, the Westridge Releases are required, and that, as of the date hereof, the Westridge Releases have not been obtained. All representations and warranties made by Seller in this Section 4 6 shall be true and correct in all material respects on the date made and their continued validity as to any material fact as of the Closing Date shall be a condition precedent to Purchaser's obligation to close the transactions contemplated by this Agreement Transactions hereby contemplated, and the Termination Agreement (as hereinafter defined) (collectively, the “Transactions”). At at the Closing, Seller shall execute and deliver to Purchaser a “Bring-Down Certification” certifying certification that its representations and warranties contained in this Section 4 6 remain true and correct in all material respects as of the Closing Date, except insofar as any such representation or warranty is no longer true or correct due to the acts or omissions of Purchaser or to the obtaining, after the date hereof, of knowledge not known to Seller as of the date hereof.

Certain Representations and Warranties by Seller. Seller hereby represents and warrants to Purchaser that, as of the date hereof, (a) Seller Ventas Realty, Limited Partnership is a limited partnership, and Ventas Brighton, LLC is a limited liability company, each duly organized, validly existing and in good standing under the laws of the State of Delaware and Seller has all requisite power and authority to execute and deliver, and to perform all of its obligations under, this Agreement and nothing prohibits or restricts the right or ability of Seller to close the transactions contemplated hereunder and carry out the terms hereof, (b) this Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, (c) the execution and delivery of this Agreement by Seller does not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller or, to the best of Seller’s knowledge, the Property is subject, (d) all the documents to be delivered by Seller at Closing (as hereinafter defined) will, at Closing, be duly authorized, executed and delivered by Seller (and/or, if applicable, its affiliates), will be the legal, valid and binding obligations of Seller (and/or, if applicable, its affiliates), and be enforceable against Seller (and/or, if applicable, its affiliates) in accordance with their respective terms, and the execution and delivery thereof will not violate any provision of any agreement or judicial order to which Seller (and/or, if applicable, its affiliates) is a party or, to the best of Seller’s knowledge, to which the Property is subject, (e) except with respect to the Master Lease (as hereinafter defineddefined and the Brighton Lease (which term shall have the same meaning herein as in the Master Lease), Seller has not entered into any agreement to sell, lease, or otherwise transfer all or any portion of the Property, (f) to the best of Seller’s knowledge, Seller is not required to obtain the consent to the Transactions (as defined below) hereby contemplated from any person or entity that is a party to a document of record affecting the Property, (g) no lienable repair, alteration, improvement, work, brokerage or service of any kind has been performed or materials supplied for or to the Property at Seller’s direction, except for such lienable repairs, alterations, improvements, work, brokerage or services as have been paid for by Seller or for which, by the terms of that certain Third Amended and Restated Master Lease Agreement (as hereafter amended, the “Master Lease”) bearing even date herewith by and among Seller, Purchaser and certain other entities or by the terms of the Brighton Lease (which term shall have the same meaning herein as in the Master Lease), Purchaser is obligated to reimburse Seller, (h) there exists no mortgage or other lien on the Property created or expressly assumed by Seller, or if such mortgage or other lien exists, other than in relation to the Brighton Indebtedness, Seller shall cause same to be released of record on or before Closing at Seller’s sole cost and expense, and (i) there exists no judgment against Seller that is a lien against the Property (other than any such judgment as to which, by the terms of the Master Lease or the Brighton Lease, Seller is entitled to be indemnified by Purchaser). All representations and warranties made by Seller in this Section 4 shall be true and correct in all material respects on the date made and their continued validity as to any material fact as of the Closing Date shall be a condition precedent to Purchaser's obligation to close the transactions contemplated by this Agreement and the Termination Agreement (as hereinafter defined) (collectively, the “Transactions”). At the Closing, Seller shall execute and deliver to Purchaser a “Bring-Down Certification” certifying that its representations and warranties contained in this Section 4 remain true and correct in all material respects as of the Closing Date, except insofar as any such representation or warranty is no longer true or correct due to the acts or omissions of Purchaser or to the obtaining, after the date hereof, of knowledge not known to Seller as of the date hereof.