Due Authorization and Enforceability of this Agreement. This Agreement has been duly and validly authorized, executed and delivered by you or on your behalf and constitutes your valid, binding and enforceable agreement, except to the extent that (i) the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and (ii) the indemnification provisions of this Agreement may be held to violate public policy (under either state or federal law) in the context of the offer or sale of securities.
Due Authorization and Enforceability of this Agreement the Notes, the Guarantee and the Indenture. The Company has all requisite corporate power and authority to execute, deliver and perform each of its obligations under this Agreement, the Notes and the Indenture. The Guarantor has all requisite corporate power and authority to perform its obligations under this Agreement, the Guarantee and the Indenture. This Agreement and the consummation by each of the Company and the Guarantor (as applicable) of the transactions contemplated hereby have been duly and validly authorized, and this Agreement has been duly executed and delivered, by each of the Company and the Guarantor. The Notes, when issued, will be in the form contemplated by the Indenture and will have each been duly and validly authorized and executed by the Company and, when authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to, and paid for, by the Underwriters in accordance with the terms of this Agreement, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”), and will be entitled to the benefits of the Indenture and the Guarantee. The Indenture has been duly and validly authorized by each of the Company and the Guarantor and, at the Closing Date, will have been duly and validly executed and delivered by each of the Company and the Guarantor and (assuming the due authorization, execution and delivery by the Trustee) will constitute a valid and legally binding agreement of each of the Company and the Guarantor, enforceable against each of the Company and the Guarantor in accordance with its terms, except that the enforcement thereof may be subject to the Enforceability Exceptions. The Guarantee, when executed, will be in the form contemplated by the Indenture and, at the Closing Date, will have been duly and validly authorized, executed and delivered by the Guarantor and, when the Notes have been duly executed, authenticated, issued and delivered in the manner provided for in the Indenture and paid for by the Underwriters in accordance with th...
Due Authorization and Enforceability of this Agreement. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Company and constitutes the valid, binding and enforceable agreement of the Company, except to the extent that (i) the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and (ii) the indemnification provisions of this Agreement may be held to violate public policy (under either state or federal law) in the context of the offer or sale of securities. The performance of this Agreement and the consummation of the transactions contemplated hereby (x) will not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, (A) the Certificate of Incorporation or Bylaws of the Company, (B) any contract or other agreement to which the Company is a party or by which the Company, or any of its properties is bound or affected, or (y) violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company.
