Authorization. The Parties represent and warrant that they have read and understand the contents of this Agreement, they have had an opportunity to consult with counsel before signing this Agreement, and they have executed this Agreement knowingly and voluntarily. The individuals executing this Agreement represent and warrant that they are authorized to execute this Agreement on behalf of their respective Party and this Agreement will be binding on each such Party. This Agreement may be executed on behalf of any Party by the Party’s counsel with the same force and effect as if the Party had personally executed the Agreement.

Authority. Each person signing this Agreement represents and warrants that he/she has been duly authorized and has the requisite authority to execute and deliver this Agreement on behalf of such Party, to bind his or her respective client or clients to the terms and conditions of this Agreement and to act with respect to the rights and claims that are being altered or otherwise affected by this Agreement.

Each Party represents and warrants that it has the right and freedom to enter into this Agreement and, if and to the extent necessary, has taken all necessary steps to authorize its representative whose signature appears below to execute this Agreement on its behalf, such that this Agreement will constitute the valid and legally binding obligation of both Parties, enforceable in accordance with its terms.

The Parties hereby represent and warrant that they are fully aware of the terms set forth in this Agreement and have voluntarily, and without coercion or duress of any kind, entered into this Agreement intending to be legally bound by its terms. The Parties hereto represent and declare that in executing this Agreement, it is voluntary, they rely solely upon their own judgment, belief and knowledge, and the advice or recommendations of their own independently chosen counsel considering the nature, extent, duration of their rights and claims hereunder.

The Parties warrant and represent that each has read and fully understands the terms of this Agreement; and that each has had the opportunity to consult with an attorney with respect to this Agreement and each has signed and agreed to be bound hereby freely and voluntarily.

Authorization. Each party hereby represents and warrants to the other that: # it has the requisite power and authority to execute, deliver and perform 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 execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound.

Authorization, etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision of law or of its charter or bylaws or any agreement, instrument or order binding on such party.