Common use of Capacity; Authorization; Validity Clause in Contracts

Capacity; Authorization; Validity. (a) FDS hereby represents and warrants to Bank as of the date hereof: (i) Each FDS Company has all necessary corporate or similar power and authority to (A) execute and enter into this Amendment and (B) perform the obligations required of such FDS Company hereunder and the other documents, instruments and agreements to be executed and delivered by such FDS Company pursuant hereto. (ii) The execution and delivery by the FDS Companies of this Amendment and all documents, instruments and agreements executed and delivered by the FDS Companies pursuant hereto, and the consummation by the FDS Companies of the transactions specified herein, have been duly and validly authorized and approved by all necessary corporate or similar actions of the FDS Companies. (iii) This Amendment (A) has been duly executed and delivered by the FDS Companies, (B) constitutes the valid and legally binding obligation of the FDS Companies, and (C) is enforceable against the FDS Companies in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance). (b) Bank hereby represents and warrants to the FDS Companies as of the date hereof: (i) Bank has all necessary corporate or similar power and authority to (A) execute and enter into this Amendment and (B) perform the obligations required of it hereunder and the other documents, instruments and agreements to be executed and delivered by Bank pursuant hereto. (ii) The execution and delivery by Bank of this Amendment and all documents, instruments and agreements executed and delivered by Bank pursuant hereto, and the consummation by Bank of the transactions specified herein, has been duly and validly authorized and approved by all necessary corporate or similar actions of Bank. (iii) This Amendment (A) has been duly executed and delivered by Bank, (B) constitutes the valid and legally binding obligation of Bank and (C) is enforceable against Bank in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance).

Capacity; Authorization; Validity. (a) FDS Macy’s, Inc. hereby represents and warrants to Bank as of the date hereofhereof that: (i) Each FDS Macy’s Company has all necessary corporate or similar power and authority to (A) execute and enter into this Seventh Amendment and (B) perform the obligations required of such FDS Macy’s Company hereunder and the other documents, instruments and agreements to be executed and delivered by such FDS Macy’s Company pursuant hereto. (ii) The execution and delivery by the FDS Macy’s Companies of this Seventh Amendment and all documents, instruments and agreements executed and delivered by the FDS Macy’s Companies pursuant hereto, and the consummation by the FDS Macy’s Companies of the transactions specified herein, have been duly and validly authorized and approved by all necessary corporate or similar actions of the FDS Macy’s Companies. (iii) This Seventh Amendment (A) has been duly executed and delivered by the FDS Macy’s Companies, (B) constitutes the valid and legally binding obligation of the FDS Macy’s Companies, and (C) is enforceable against the FDS Macy’s Companies in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance). (b) Bank hereby represents and warrants to the FDS Macy’s Companies as of the date hereof: (i) Bank has all necessary corporate or similar power and authority to (A) execute and enter into this Seventh Amendment and (B) perform the obligations required of it hereunder and the other documents, instruments and agreements to be executed and delivered by Bank pursuant hereto. (ii) The execution and delivery by Bank of this Seventh Amendment and all documents, instruments and agreements executed and delivered by Bank pursuant hereto, and the consummation by Bank of the transactions specified herein, has been duly and validly authorized and approved by all necessary corporate or similar actions of Bank. (iii) This Seventh Amendment (A) has been duly executed and delivered by Bank, (B) constitutes the valid and legally binding obligation of Bank and (C) is enforceable against Bank in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance).

Capacity; Authorization; Validity. (a) FDS hereby represents and warrants to Bank the Purchaser as of the date hereof: (i) Each FDS Company has all necessary corporate or similar power and authority to (A) execute and enter into this Amendment and (B) perform the obligations required of such FDS Company hereunder and the other documents, instruments and agreements to be executed and delivered by such FDS Company pursuant hereto. (ii) The execution and delivery by the FDS Companies of this Amendment and all documents, instruments and agreements executed and delivered by the FDS Companies pursuant hereto, and the consummation by the FDS Companies of the transactions specified herein, have been duly and validly authorized and approved by all necessary corporate or similar actions of the FDS Companies. (iii) This Amendment (A) has been duly executed and delivered by the FDS Companies, (B) constitutes the valid and legally binding obligation of the FDS Companies, and (C) is enforceable against the FDS Companies in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance). (b) Bank The Purchaser hereby represents and warrants to the FDS Companies Sellers as of the date hereof: (i) Bank The Purchaser has all necessary corporate or similar power and authority to (A) execute and enter into this Amendment and (B) perform the obligations required of it hereunder and the other documents, instruments and agreements to be executed and delivered by Bank the Purchaser pursuant hereto. (ii) The execution and delivery by Bank the Purchaser of this Amendment and all documents, instruments and agreements executed and delivered by Bank the Purchaser pursuant hereto, and the consummation by Bank the Purchaser of the transactions specified herein, has been duly and validly authorized and approved by all necessary corporate or similar actions of Bankthe Purchaser. (iii) This Amendment (A) has been duly executed and delivered by Bankthe Purchaser, (B) constitutes the valid and legally binding obligation of Bank the Purchaser and (C) is enforceable against Bank the Purchaser in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance).

Capacity; Authorization; Validity. (a) FDS hereby represents and warrants to Bank as of the date hereof: (i) Each FDS Company has all necessary corporate or similar power and authority to (A) execute and enter into this Amendment and (B) perform the obligations required of such FDS Company hereunder and the other documents, instruments and agreements to be executed and delivered by such FDS Company pursuant hereto. (ii) The execution and delivery by the FDS Companies of this Amendment and all documents, instruments and agreements executed and delivered by the FDS Companies pursuant hereto, and the consummation by the FDS Companies of the transactions specified herein, have been duly and validly authorized and approved by all necessary corporate or similar actions of the FDS Companies. (iii) This Amendment (A) has been duly executed and delivered by the FDS Companies, (B) constitutes the valid and legally binding obligation of the FDS Companies, and (C) is enforceable against the FDS Companies in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance). (b) Bank hereby represents and warrants to the FDS Companies Sellers as of the date hereof: (i) Bank has all necessary corporate or similar power and authority to (A) execute and enter into this Amendment and (B) perform the obligations required of it hereunder and the other documents, instruments and agreements to be executed and delivered by Bank pursuant hereto. (ii) The execution and delivery by Bank of this Amendment and all documents, instruments and agreements executed and delivered by Bank pursuant hereto, and the consummation by Bank of the transactions specified herein, has been duly and validly authorized and approved by all necessary corporate or similar actions of Bank. (iii) This Amendment (A) has been duly executed and delivered by Bank, (B) constitutes the valid and legally binding obligation of Bank and (C) is enforceable against Bank in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance).

Capacity; Authorization; Validity. (a) FDS Macy's, Inc. hereby represents and warrants to Bank as of the date hereofhereof that: (i) Each FDS Macy's Company has all necessary corporate or similar power and authority to (A) execute and enter into this Fourth Amendment and (B) perform the obligations required of such FDS Macy's Company hereunder and the other documents, instruments and agreements to be executed and delivered by such FDS Macy's Company pursuant hereto. (ii) The execution and delivery by the FDS Macy's Companies of this Fourth Amendment and all documents, instruments and agreements executed and delivered by the FDS Macy's Companies pursuant hereto, and the consummation by the FDS Macy's Companies of the transactions specified herein, have been duly and validly authorized and approved by all necessary corporate or similar actions of the FDS Macy's Companies. (iii) This Fourth Amendment (A) has been duly executed and delivered by the FDS Macy's Companies, (B) constitutes the valid and legally binding obligation of the FDS Macy's Companies, and (C) is enforceable against the FDS Macy's Companies in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance). (b) Bank hereby represents and warrants to the FDS Macy's Companies as of the date hereof: (i) Bank has all necessary corporate or similar power and authority to (A) execute and enter into this Fourth Amendment and (B) perform the obligations required of it hereunder and the other documents, instruments and agreements to be executed and delivered by Bank pursuant hereto. (ii) The execution and delivery by Bank of this Fourth Amendment and all documents, instruments and agreements executed and delivered by Bank pursuant hereto, and the consummation by Bank of the transactions specified herein, has been duly and validly authorized and approved by all necessary corporate or similar actions of Bank. (iii) This Fourth Amendment (A) has been duly executed and delivered by Bank, (B) constitutes the valid and legally binding obligation of Bank and (C) is enforceable against Bank in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance).

Capacity; Authorization; Validity. (a) FDS Macy’s, Inc. hereby represents and warrants to Bank as of the date hereofhereof that: (i) Each FDS Macy’s Company has all necessary corporate or similar power and authority to (A) execute and enter into this Fourth Amendment and (B) perform the obligations required of such FDS Macy’s Company hereunder and the other documents, instruments and agreements to be executed and delivered by such FDS Macy’s Company pursuant hereto. (ii) The execution and delivery by the FDS Macy’s Companies of this Fourth Amendment and all documents, instruments and agreements executed and delivered by the FDS Macy’s Companies pursuant hereto, and the consummation by the FDS Macy’s Companies of the transactions specified herein, have been duly and validly authorized and approved by all necessary corporate or similar actions of the FDS Macy’s Companies. (iii) This Fourth Amendment (A) has been duly executed and delivered by the FDS Macy’s Companies, (B) constitutes the valid and legally binding obligation of the FDS Macy’s Companies, and (C) is enforceable against the FDS Macy’s Companies in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance). (b) Bank hereby represents and warrants to the FDS Macy’s Companies as of the date hereof: (i) Bank has all necessary corporate or similar power and authority to (A) execute and enter into this Fourth Amendment and (B) perform the obligations required of it hereunder and the other documents, instruments and agreements to be executed and delivered by Bank pursuant hereto. (ii) The execution and delivery by Bank of this Fourth Amendment and all documents, instruments and agreements executed and delivered by Bank pursuant hereto, and the consummation by Bank of the transactions specified herein, has been duly and validly authorized and approved by all necessary corporate or similar actions of Bank. (iii) This Fourth Amendment (A) has been duly executed and delivered by Bank, (B) constitutes the valid and legally binding obligation of Bank and (C) is enforceable against Bank in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance).

Capacity; Authorization; Validity. (a) FDS Macy's, Inc. hereby represents and warrants to Bank as of the date hereofhereof that: (i) Each FDS Macy's Company has all necessary corporate or similar power and authority to (A) execute and enter into this Third Amendment and (B) perform the obligations required of such FDS Macy's Company hereunder and the other documents, instruments and agreements to be executed and delivered by such FDS Macy's Company pursuant hereto. (ii) The execution and delivery by the FDS Macy's Companies of this Third Amendment and all documents, instruments and agreements executed and delivered by the FDS Macy's Companies pursuant hereto, and the consummation by the FDS Macy's Companies of the transactions specified herein, have been duly and validly authorized and approved by all necessary corporate or similar actions of the FDS Macy's Companies. (iii) This Third Amendment (A) has been duly executed and delivered by the FDS Macy's Companies, (B) constitutes the valid and legally binding obligation of the FDS Macy's Companies, and (C) is enforceable against the FDS Macy's Companies in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance). (b) Bank hereby represents and warrants to the FDS Macy's Companies as of the date hereof: (i) Bank has all necessary corporate or similar power and authority to (A) execute and enter into this Third Amendment and (B) perform the obligations required of it hereunder and the other documents, instruments and agreements to be executed and delivered by Bank pursuant hereto. (ii) The execution and delivery by Bank of this Third Amendment and all documents, instruments and agreements executed and delivered by Bank pursuant hereto, and the consummation by Bank of the transactions specified herein, has been duly and validly authorized and approved by all necessary corporate or similar actions of Bank. (iii) This Third Amendment (A) has been duly executed and delivered by Bank, (B) constitutes the valid and legally binding obligation of Bank and (C) is enforceable against Bank in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance).

Capacity; Authorization; Validity. (a) FDS Macy’s, Inc. hereby represents and warrants to Bank as of the date hereofhereof that: (i) Each FDS Macy’s Company has all necessary corporate or similar power and authority to (A) execute and enter into this Sixth Amendment and (B) perform the obligations required of such FDS Macy’s Company hereunder and the other documents, instruments and agreements to be executed and delivered by such FDS Macy’s Company pursuant hereto. (ii) The execution and delivery by the FDS Macy’s Companies of this Sixth Amendment and all documents, instruments and agreements executed and delivered by the FDS Macy’s Companies pursuant hereto, and the consummation by the FDS Macy’s Companies of the transactions specified herein, have been duly and validly authorized and approved by all necessary corporate or similar actions of the FDS Macy’s Companies. (iii) This Sixth Amendment (A) has been duly executed and delivered by the FDS Macy’s Companies, (B) constitutes the valid and legally binding obligation of the FDS Macy’s Companies, and (C) is enforceable against the FDS Macy’s Companies in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance). (b) Bank hereby represents and warrants to the FDS Macy’s Companies as of the date hereof: (i) Bank has all necessary corporate or similar power and authority to (A) execute and enter into this Sixth Amendment and (B) perform the obligations required of it hereunder and the other documents, instruments and agreements to be executed and delivered by Bank pursuant hereto. (ii) The execution and delivery by Bank of this Sixth Amendment and all documents, instruments and agreements executed and delivered by Bank pursuant hereto, and the consummation by Bank of the transactions specified herein, has been duly and validly authorized and approved by all necessary corporate or similar actions of Bank. (iii) This Sixth Amendment (A) has been duly executed and delivered by Bank, (B) constitutes the valid and legally binding obligation of Bank and (C) is enforceable against Bank in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance).

Capacity; Authorization; Validity. (a) FDS Macy’s, Inc. hereby represents and warrants to Bank as of the date hereofhereof that: (i) Each FDS Macy's Company has all necessary corporate or similar power and authority to (A) execute and enter into this Fifth Amendment and (B) perform the obligations required of such FDS Macy's Company hereunder and the other documents, instruments and agreements to be executed and delivered by such FDS Macy's Company pursuant hereto. (ii) The execution and delivery by the FDS Macy's Companies of this Fifth Amendment and all documents, instruments and agreements executed and delivered by the FDS Macy's Companies pursuant hereto, and the consummation by the FDS Macy's Companies of the transactions specified herein, have been duly and validly authorized and approved by all necessary corporate or similar actions of the FDS Macy's Companies. (iii) This Fifth Amendment (A) has been duly executed and delivered by the FDS Macy's Companies, (B) constitutes the valid and legally binding obligation of the FDS Macy's Companies, and (C) is enforceable against the FDS Macy's Companies in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance). (b) Bank hereby represents and warrants to the FDS Macy's Companies as of the date hereof: (i) Bank has all necessary corporate or similar power and authority to (A) execute and enter into this Fifth Amendment and (B) perform the obligations required of it hereunder and the other documents, instruments and agreements to be executed and delivered by Bank pursuant hereto. (ii) The execution and delivery by Bank of this Fifth Amendment and all documents, instruments and agreements executed and delivered by Bank pursuant hereto, and the consummation by Bank of the transactions specified herein, has been duly and validly authorized and approved by all necessary corporate or similar actions of Bank. (iii) This Fifth Amendment (A) has been duly executed and delivered by Bank, (B) constitutes the valid and legally binding obligation of Bank and (C) is enforceable against Bank in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance).

Capacity; Authorization; Validity. (a) FDS Macy’s, Inc. hereby represents and warrants to Bank as of the date hereofhereof that: (i) Each FDS Macy’s Company has all necessary corporate or similar power and authority to (A) execute and enter into this Fifth Amendment and (B) perform the obligations required of such FDS Macy’s Company hereunder and the other documents, instruments and agreements to be executed and delivered by such FDS Macy’s Company pursuant hereto. (ii) The execution and delivery by the FDS Macy’s Companies of this Fifth Amendment and all documents, instruments and agreements executed and delivered by the FDS Macy’s Companies pursuant hereto, and the consummation by the FDS Macy’s Companies of the transactions specified herein, have been duly and validly authorized and approved by all necessary corporate or similar actions of the FDS Macy’s Companies. (iii) This Fifth Amendment (A) has been duly executed and delivered by the FDS Macy’s Companies, (B) constitutes the valid and legally binding obligation of the FDS Macy’s Companies, and (C) is enforceable against the FDS Macy’s Companies in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance). (b) Bank hereby represents and warrants to the FDS Macy’s Companies as of the date hereof: (i) Bank has all necessary corporate or similar power and authority to (A) execute and enter into this Fifth Amendment and (B) perform the obligations required of it hereunder and the other documents, instruments and agreements to be executed and delivered by Bank pursuant hereto. (ii) The execution and delivery by Bank of this Fifth Amendment and all documents, instruments and agreements executed and delivered by Bank pursuant hereto, and the consummation by Bank of the transactions specified herein, has been duly and validly authorized and approved by all necessary corporate or similar actions of Bank. (iii) This Fifth Amendment (A) has been duly executed and delivered by Bank, (B) constitutes the valid and legally binding obligation of Bank and (C) is enforceable against Bank in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance).

Capacity; Authorization; Validity. (a) FDS Macy's, Inc. hereby represents and warrants to Bank as of the date hereofhereof that: (i) Each FDS Macy's Company has all necessary corporate or similar power and authority to (A) execute and enter into this Eighth Amendment and (B) perform the obligations required of such FDS Macy's Company hereunder and the other documents, instruments and agreements to be executed and delivered by such FDS Macy's Company pursuant hereto. (ii) The execution and delivery by the FDS Macy's Companies of this Eighth Amendment and all documents, instruments and agreements executed and delivered by the FDS Macy's Companies pursuant hereto, and the consummation by the FDS Macy's Companies of the transactions specified herein, have been duly and validly authorized and approved by all necessary corporate or similar actions of the FDS Macy's Companies. (iii) This Eighth Amendment (A) has been duly executed and delivered by the FDS Macy's Companies, (B) constitutes the valid and legally binding obligation of the FDS Macy's Companies, and (C) is enforceable against the FDS Macy's Companies in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance). (b) Bank hereby represents and warrants to the FDS Macy's Companies as of the date hereof: (i) Bank has all necessary corporate or similar power and authority to (A) execute and enter into this Eighth Amendment and (B) perform the obligations required of it hereunder and the other documents, instruments and agreements to be executed and delivered by Bank pursuant hereto. (ii) The execution and delivery by Bank of this Eighth Amendment and all documents, instruments and agreements executed and delivered by Bank pursuant hereto, and the consummation by Bank of the transactions specified herein, has been duly and validly authorized and approved by all necessary corporate or similar actions of Bank. (iii) This Eighth Amendment (A) has been duly executed and delivered by Bank, (B) constitutes the valid and legally binding obligation of Bank and (C) is enforceable against Bank in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance).

Capacity; Authorization; Validity. (a) FDS hereby represents and warrants to Bank Purchaser as of the date hereofhereof as follows: (i) Each of the FDS Company Parties has all necessary corporate or similar power and authority to (A) execute and enter into this Amendment and (B) perform the obligations required of such FDS Company Parties hereunder and the other documents, instruments and agreements to be executed and delivered by such FDS Company Parties pursuant hereto. (ii) The execution and delivery by the FDS Companies Parties of this Amendment and all documents, instruments and agreements executed and delivered by the FDS Companies Parties pursuant hereto, and the consummation by the FDS Companies Parties of the transactions specified herein, have been duly and validly authorized and approved by all necessary corporate or similar actions of the FDS CompaniesParties. (iii) This Amendment (A) has been duly executed and delivered by the FDS CompaniesParties, (B) constitutes the valid and legally binding obligation of the FDS CompaniesParties, and (C) is enforceable against the FDS Companies Parties in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance). (b) Bank Purchaser hereby represents and warrants to the FDS Companies Parties as of the date hereof: (i) Bank Purchaser has all necessary corporate or similar power and authority to (A) execute and enter into this Amendment and (B) perform the obligations required of it hereunder and the other documents, instruments and agreements to be executed and delivered by Bank Purchaser pursuant hereto. (ii) The execution and delivery by Bank Purchaser of this Amendment and all documents, instruments and agreements executed and delivered by Bank Purchaser pursuant hereto, and the consummation by Bank Purchaser of the transactions specified herein, has been duly and validly authorized and approved by all necessary corporate or similar actions of BankPurchaser. (iii) This Amendment (A) has been duly executed and delivered by BankPurchaser, (B) constitutes the valid and legally binding obligation of Bank Purchaser and (C) is enforceable against Bank Purchaser in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those respecting the availability of specific performance).