Mutual Representations and Warranties. Assignee represents and warrants to Assignor that: # Assignee is duly authorized to execute and deliver this Agreement and to perform Assignee’s obligations hereunder; and # this Agreement is legally binding upon Assignee, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which Assignee is a party or by which Assignee may be bound. Assignor represents and warrants that this Agreement is legally binding upon Assignor, enforceable in accordance with its terms and does not conflict with any agreement, instrument or understanding, oral or written, to which Assignor is a party or by which Assignor may be bound.

Representations and Warranties of Assignor. The Assignor hereby represents and warrants to the Assignee as follows

Representations and Warranties of Assignor. Assignor represents and warrants to Assignee that:

Mutual Representations and Warranties. Each Party represents and warrants to the other that: # it is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of incorporation, organization, or chartering, and has the full power and authority to enter into this Agreement and to perform its obligations; # the execution of this Agreement by such Party’s Representative whose signature is set forth at the end hereof has been duly authorized by all necessary organizational action of such Party; # when executed and delivered by such Party, this Agreement constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms; and # the execution, delivery, and performance of this Agreement by such Party does not violate, conflict with, require consent under, or result in any breach of or default under # any applicable Law or # the provisions of any contract, instrument, or understanding to which it is a party or by which it is bound.