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), (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 Each Seller, for itself and its Individual Property, hereby represents and warrants to Purchaser that, as of the date hereof, : (a) Each Seller is a limited partnership, liability company duly organizedformed, validly existing and in good standing under the laws of the State of Delaware and Seller has Delaware, authorized to conduct business in the State of New Jersey, with all requisite limited liability company power and authority to carry on its business in the manner and in the location in which such business has been and is now being conducted, to execute and deliverdeliver this Agreement, 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, hereunder. (b) this This Agreement has been duly authorized, executed and delivered by each Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, . (c) the execution and delivery All 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 affiliatesAffiliates), will be the legal, valid and binding obligations of Seller (and/or, if applicable, its affiliatesAffiliates), and be enforceable against Seller (and/or, if applicable, its affiliatesAffiliates) in accordance with their respective termsterms (except as may be limited by bankruptcy, insolvency, or other similar laws affecting the rights of creditors generally or the general principles of equity), and the execution and delivery thereof and the performance by Seller of the terms thereof will not violate any material provision of any agreement agreement, instrument, writ, order or judicial order decree to which Seller (and/or, if applicable, its affiliatesAffiliates) is a party party, or to which any portion of the Property is subject. (d) Except for (i) a certificate of continuing occupancy, (ii) any notice to or consent or approval required by any governmental agency regulating the issuance of Required Governmental Approvals to operate senior housing facilities, (iii) notice to the New Jersey Division of Taxation Bulk Sale Section, and (iv) the consent of the City to the assignment of the PILOT Agreement, Seller is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any governmental agency in order for the parties to consummate the Transactions contemplated by this Agreement. (e) Attached hereto as Exhibit I is a list of all vehicles owned or leased (and equipment that is leased) by Seller in connection with the operation of the Facilities. Except as set forth on Exhibit I, Seller owns and has good title to all Personalty, free and clear of any liens and encumbrances, except for the Permitted Exceptions and liens that will be satisfied at Closing. Such Personalty represents all material assets used in the operation of the Facilities, other than the personal and intellectual property excluded by Section 3(b) above. (f) Seller has not received any written notice of any condemnation proceeding or other proceeding in the nature of eminent domain in connection with the Real Property or any portion or portions thereof or any utilities, sewers, roadways or other public improvements serving the Real Property. (g) Schedule 7 attached hereto is a true and complete list of all Licenses held by the Seller in connection with the Facilities. To Seller’s Knowledge, the Licenses listed on Schedule 7 are valid and no material violations exist with respect to such Licenses. No applications, complaints or proceedings are pending or, to the best Knowledge of Seller’s knowledge, to threatened in writing which may (i) result in the Property is subjectrevocation, modification, non-renewal or suspension of any License or of the denial of any pending applications, (eii) except the issuance of any cease and desist order, or (iii) the imposition of any fines, forfeitures, or other administrative actions with respect to the Master Lease Facilities or their operation. (as hereinafter defined)h) Other than usual and customary annual assessments, and except for the PILOT Agreement, Seller has not entered into no Knowledge of, nor has Seller received any agreement to sellwritten notice of, lease, any proposed assessment for public improvements or otherwise transfer in connection with the Property or any portion thereof. (i) Except for (i) the foreclosure of the Tax Sale Certificates by WMA or (ii) the matters set forth on Schedule 8, there is no suit, action or proceeding pending or to Seller’s Knowledge threatened against Seller or any portion of the Property before or by any court, administrative agency or other governmental or quasi-governmental authority, which brings into question the validity of this Agreement or the Transactions or otherwise materially affects the Property. (j) The Property Agreements listed on Schedule 2 hereto are in full force and effect and are all of the Property Agreements relating to or affecting the Property. Seller is not in material default of any of its obligations under any of the Property Agreements, and Seller has no Knowledge of any default on the part of any other party thereto. (k) Set forth on Exhibit J hereto is a true and complete rent roll for each Facility (the “Rent Roll”). Except for the Operating Leases and as set forth on the Rent Roll, to Seller’s Knowledge: (i) Other than the residents under the Residency Agreements and Commercial Leases, no party has any right to possess all or any portion of the Real Property. (ii) Seller has delivered, (f) to the best of Seller’s knowledgetrue, 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 correct 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 complete copies of the Brighton Lease Residency Agreements and Commercial Leases, including any and all amendments and guarantees. (which term shall have the same meaning herein as iii) All information set forth in the Master Lease), Purchaser Rent Roll 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 its date. (iv) Seller has not assigned or pledged any Residency Agreement or Commercial Lease, or rents or any interest therein, to any person or entity other than the lenders in connection with existing mortgage loans encumbering the Real Property which will be discharged at Closing Datein accordance with the terms of this Agreement. (v) Seller is not in default under any of its material obligations under any Residency Agreement or any Commercial Lease, and, except insofar as set forth on the Rent Roll, Seller has no Knowledge of any such representation or warranty is no longer true or correct due to material default on the acts or omissions part of Purchaser or to any other party thereto. All of the obtaining, after Residency Agreements identified on the date hereof, of knowledge not known to Seller Rent Roll are currently in full force and effect as of the date hereofof the Rent Roll. (l) Seller has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or, to the Knowledge of Seller, suffered the filing of an involuntary petition by its creditors, suffered the appointment of a receiver to take possession of all or substantially all of its assets, suffered the attachment or other judicial seizure of all or substantially all of its assets, admitted its inability to pay its debts as they come due, or made an offer of settlement, extension or composition to its creditors generally. (m) Seller is in compliance with the requirements of Executive Order No. 133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). Further, Seller covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Purchaser for its review and inspection during normal business hours and upon reasonable prior notice. To Seller’s Knowledge, neither Seller nor any member of Seller: (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”); or (ii) is a person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders. Seller hereby covenants and agrees that if Seller obtains Knowledge that Seller or any of its members becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Seller shall promptly notify Purchaser in writing, and in such event, Purchaser shall have the right to terminate this Agreement without penalty or liability to Seller immediately upon delivery of written notice thereof to Purchaser.

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 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.