Common use of AUTHORIZATION OF THE NOTE REGISTRATION RIGHTS AGREEMENT Clause in Contracts

AUTHORIZATION OF THE NOTE REGISTRATION RIGHTS AGREEMENT. The Note Registration Rights Agreement has been duly authorized by the Company, and, at the Closing Time, will have been duly executed and delivered by the Company and will, when executed and delivered by the Initial Purchasers, constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as (x) the enforceability 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, (y) the enforceability thereof may be limited by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (z) any rights to indemnity and contribution may be limited by federal and state securities laws and public policy considerations.