Authorization of Guarantee. The Guarantee has been, or as of the date of such Terms Agreement will have been, duly authorized by the Guarantor for issuance pursuant to this Underwriting Agreement and the applicable Terms Agreement. Such Guarantee, when issued and delivered in the manner provided for in the applicable Indenture, will constitute a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.
Authorization of Guarantee. All appropriate and necessary action has been taken by it to authorize the execution and delivery of this guarantee and the performance and observance of the terms hereof.
Authorization of Guarantee. The Guarantee has been duly authorized for issuance by the Company and, when executed and delivered by the Company, and when the Debt Securities are executed, authenticated and delivered pursuant to the provisions of the Indenture against payment of the purchase price therefor by the Underwriters as provided herein, will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity. The Guarantee will be in the form contemplated by the Indenture.
Authorization of Guarantee. Assuming that the Guarantee has been duly authorized by the Company and, at the Closing Time, the Guarantee will have been duly executed and delivered by the Company, the Guarantee will constitute a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by the Enforceability Exceptions.
Authorization of Guarantee. The Guarantee has been duly authorized by the Guarantor and, when validly executed and delivered (if applicable under applicable law) by the Guarantor and, assuming due authorization, execution and delivery of the Company Preferred Securities Guarantee by the Guarantee Trustee, will constitute a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except to the extent that enforcement thereof may be limited by the Bankruptcy Exceptions. At the Closing Time, the Guarantee will have been duly qualified under the 1939 Act.
Authorization of Guarantee. The Preferred Securities Guarantee has been qualified under the 1939 Act and has been duly authorized by the Company; at the Closing Time, the Guarantee will have been duly executed and delivered by the Company and will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by the Enforceability Exceptions; and the Preferred Securities Guarantee will conform in all material respects to the description thereof in the Prospectus.
Authorization of Guarantee. The Preferred Securities Guarantee has been qualified under the 1939 Act and has been duly authorized by the Company; at the Closing Time, the Preferred Securities Guarantee will have been duly executed and delivered by the Company, and assuming due authorization, execution and delivery of the Preferred Securities Guarantee by the Guarantee Trustee, will constitute a valid and legally binding agreement and obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by any of the Enforceability Exceptions; and the Preferred Securities Guarantee will conform in all material respects to the description thereof in the Prospectus.
Authorization of Guarantee. Parent has the requisite corporate power and authority to execute and deliver this Agreement and the Guarantee. This Agreement and the Guarantee and the performance by Parent of this Agreement and the Guarantee have been duly authorized by all requisite action. This Agreement and the Guarantee have been duly and validly executed and delivered by Parent, and this Agreement and the Guarantee constitute the valid and binding obligations of Parent, enforceable against Parent in accordance with the terms of this Agreement and the Guarantee, except that (i) such enforceability may be subject to applicable bankruptcy, insolvency or other similar Laws now or hereafter in effect affecting creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.
Authorization of Guarantee. The Guarantee is in the form contemplated by the Indenture and has been duly authorized for issuance by the Parent Guarantor pursuant to this Agreement and the Indenture and, when the Notes are executed and authenticated in accordance with the provisions of the Indenture and the Guarantee is executed and delivered in accordance with the provisions of the Indenture, the Guarantee will constitute the valid and binding obligation of the Parent Guarantor, enforceable against the Parent Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
Authorization of Guarantee. Foot Locker has full corporate power and authority to execute and deliver this Agreement and provide the Guarantee. The execution, delivery and performance by Foot Locker of this Agreement and the Guarantee have been duly authorized by all necessary corporate action on behalf of Foot Locker. This Agreement has been duly executed and delivered by Foot Locker and (assuming the due authorization, execution and delivery by the other parties hereto) the Guarantee constitutes the legal, valid and binding obligation of Foot Locker, enforceable against Foot Locker in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
