AUTHORITY. Each party has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by each party hereto.

AUTHORITY. Each partyAuthority. The Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by each party hereto.the Company.

AUTHORITY.Authority. Each partyParty represents and warrants that it has all necessarythe full power and authority to enter into,into this Agreement and be bound byto perform its obligations hereunder, and that the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by eachsuch obligations will not conflict with or result in a breach of any agreement to which such Party is a party hereto.or is otherwise bound.

AUTHORITY.Authorization. Each party hereby represents and warrants to the other that: # it has all necessarythe requisite power and authority to enter into,execute, deliver and be boundperform this Agreement and to consummate the transactions contemplated hereby; # this Agreement has been duly authorized, executed and delivered by such party, constitutes legal, valid and binding obligation of such party and is enforceable against such party in accordance with its terms; and # the terms of,execution of this Agreement,Agreement by such party, and the execution, deliveryperformance by such party of its obligations and performance of the undertakings contemplatedduties hereunder, do not and will not violate any agreement to which such party is a party or by this Agreement have been duly authorized by each party hereto.which it is otherwise bound.