Common use of Capacity; Authorization; Validity Clause in Contracts

Capacity; Authorization; Validity. Each NMG Company has all necessary corporate power and authority to (i) execute and enter into this Agreement, and (ii) perform the obligations required of such NMG Company hereunder and the other documents, instruments and agreements relating to the Program and this Agreement executed by such NMG Company pursuant hereto. The execution and delivery by the NMG Companies of this Agreement and all documents, instruments and agreements executed and delivered by the NMG Companies pursuant hereto, and the consummation by the NMG Companies of the transactions specified herein, have been duly and validly authorized and approved by all necessary corporate actions of the NMG Companies. This Agreement (i) has been duly executed and delivered by the NMG Companies, (ii) constitutes the valid and legally binding obligation of the NMG Companies, and (iii) is enforceable 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. Each NMG Bank Company has all necessary corporate or similar power and authority to (i) execute and enter into this Agreement, and (ii) perform the obligations required of such NMG Bank Company hereunder and the other documents, instruments and agreements relating to the Program and this Agreement executed by such NMG Bank Company pursuant hereto. The execution and delivery by the NMG Bank Companies of this Agreement and all documents, instruments and agreements executed and delivered by the NMG Bank Companies pursuant hereto, and the consummation by the NMG Bank Companies of the transactions specified herein, have been duly and validly authorized and approved by all necessary corporate or similar actions of the NMG Bank Companies. This Agreement (i) has been duly executed and delivered by the NMG Bank Companies, (ii) constitutes the valid and legally binding obligation of the NMG Bank Companies, and (iii) is enforceable 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. Each NMG Macy’s Company has all necessary corporate or similar power and authority to (i) execute and enter into this Agreement, Agreement and (ii) perform the obligations required of such NMG Macy’s Company hereunder and the other documents, instruments and agreements relating to the Program and this Agreement executed by such NMG Macy’s Company pursuant hereto. The execution and delivery by the NMG Macy’s Companies of this Agreement and all documents, instruments and agreements executed and delivered by the NMG Macy’s Companies pursuant hereto, and the consummation by the NMG 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 NMG Macy’s Companies. This Agreement (i) has been duly executed and delivered by the NMG Macy’s Companies, (ii) constitutes the valid and legally binding obligation of the NMG Macy’s Companies, and (iii) is enforceable 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).