Common use of The Notes and the Indenture Clause in Contracts

The Notes and the Indenture. The Notes have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture, and when executed and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and paid for by the Underwriters will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture; the Indenture has been duly authorized and when executed and delivered by the Company, will constitute a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except that the enforcement thereof may be limited by bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or other laws relating to or affecting creditors’ rights and remedies generally and except as enforcement thereof is subject to equitable principles regardless of whether enforcement is considered in a proceeding at law or in equity; and the Notes and each of the Indenture will conform to the description thereof contained in the Disclosure Package and the Prospectus.