Authorization of the Exchange Notes. The Company hereby represents, warrants and covenants to each Initial Purchaser that the Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, this Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles including limitations and other restrictions on a party’s rights to specific performance and indemnification and will be entitled to the benefits of the Indenture.
Authorization of the Exchange Notes. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity and will be entitled to the benefits of the Indenture.
Authorization of the Exchange Notes. On the Closing Date, the Exchange Notes will have been duly authorized for issuance by the Issuer, and when executed, issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture.
Authorization of the Exchange Notes. The Exchange Notes have been duly authorized by the Issuers for issuance, and when issued, authenticated and delivered in accordance with the terms of the Registration Rights Agreement, the Exchange Offer and the applicable Indenture, will be legally binding and valid obligations of the Issuers (assuming the due authorization, execution and delivery of the applicable Indenture by the Trustee and the due authorization and delivery of the Exchange Notes by the Trustee in accordance with the applicable Indenture), entitled to the benefits of the applicable Indenture and enforceable against the Issuers in accordance with their terms, except that enforceability of the Exchange Notes may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and the discretion of the court before which any proceedings therefor may be brought.
Authorization of the Exchange Notes. The Exchange Notes have been duly authorized by the Company. When the Exchange Notes are issued, executed and authenticated in the manner provided for by the terms of the Exchange Offer and the Indenture, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their 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 relating to or affecting enforcement of creditors' rights generally, or by general principles of equity (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 the Exchange Notes. The Exchange Notes have been duly authorized by the Company, and when executed and authenticated in accordance with the provisions of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditor’s rights generally or by general principles of equity (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 pursuant to which they are issued.
Authorization of the Exchange Notes. The Exchange Notes have been duly authorized by the Company. When the Exchange Notes are issued, executed and authenticated in the manner provided for by the terms of the Exchange Offer and the Indenture, the Exchange Notes will have been duly executed, authenticated, issued and delivered by the Company and will conform in all material respects to the description thereof contained in the Offering Memorandum and such Exchange Notes will constitute valid and legally binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, to public policy considerations and to general equitable principles.
Authorization of the Exchange Notes. The Exchange Notes have been duly authorized by the Issuer and, if and when issued and authenticated in accordance with the terms of the Indenture and delivered in accordance with the Exchange Offer contemplated by the Registration Rights Agreement, will be valid and binding obligations of the Issuer, entitled to the benefits of the Indenture and enforceable against the Issuer in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws relating to or affecting creditors’ rights generally or by general principles of equity and the discretion of the court before which any proceedings therefor may be brought.
