Common use of Authorization of the Guarantee Clause in Contracts

Authorization of the Guarantee. The Guarantee is in the form contemplated by the Indenture, has been duly authorized by the Guarantor and, at the Closing Time, will have been executed by the Guarantor and, when the Notes are authenticated in the manner provided for in the Indenture and delivered by the Issuers against payment by the Underwriters in accordance with the terms of this Agreement and the Indenture, will be a legally binding and valid obligation of the Guarantor (assuming the due authorization, execution and delivery of the Indenture by the Trustee and the due authorization and delivery of the Notes by the Trustee in accordance with the Indenture), enforceable against the Guarantor in accordance with its terms, except that enforceability thereof 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.