Common use of Authorization and Validity of the Securities Clause in Contracts

Authorization and Validity of the Securities. The Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and of the Indenture against payment of the consideration therefor specified herein or in any Terms Agreement, the Securities will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting creditors' rights generally or by general equity principles, and will be entitled to the benefits provided by the Indenture, which will be substantially in the form heretofore delivered to the Underwriters; and the Securities and the Indenture conform in all material respects to all statements relating thereto contained in the Prospectus.

Authorization and Validity of the Securities. The Securities -------------------------------------------- have been duly authorized for issuance and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and of the Indenture against payment of the consideration therefor specified herein or in any Terms Agreement, the Securities will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting creditors' rights generally or by general equity principles, and will be entitled to the benefits provided by the Indenture, which will be substantially in the form heretofore delivered to the Underwriters; and the Securities and the Indenture conform in all material respects to all statements relating thereto contained in the Prospectus.