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.

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 beforeAuthority. Each person signing this Agreement,Agreement represents and they have executed this Agreement knowinglywarrants that he/she has been duly authorized and voluntarily. The individuals executing this Agreement representhas the requisite authority to execute and warrant that they are authorized to executedeliver this Agreement on behalf of theirsuch Party, to bind his or her respective Partyclient or clients to the terms and conditions of this Agreement will be binding on each such Party. This Agreement may be executed on behalf of any Partyand to act with respect to the rights and claims that are being altered or otherwise affected by the Party’s counsel with the same force and effect as if the Party had personally executed thethis Agreement.

Authorization. The Parties representEach Party represents and warrantwarrants that they have readit has the right and understand the contents of this Agreement, they have had an opportunityfreedom to consult with counsel before signing this Agreement, and they have executedenter into this Agreement knowinglyand, if and voluntarily. The individuals executing this Agreement represent and warrant that they are authorizedto the extent necessary, has taken all necessary steps to authorize its representative whose signature appears below to execute this Agreement on behalf of their respective Party andits behalf, such that this Agreement will beconstitute the valid and legally binding on each such Party. This Agreement may be executed on behalfobligation of any Party by the Party’s counselboth Parties, enforceable in accordance with the same force and effect as if the Party had personally executed the Agreement.its terms.

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 Agreementhereby represent and warrant that they are authorized to executefully aware of the terms set forth in this Agreement on behalfand 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 respective Partyown independently chosen counsel considering the nature, extent, duration of their rights 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.claims hereunder.

Authorization. The Parties warrant and represent and warrant that they haveeach has read and understandfully understands the contentsterms of this Agreement, they haveAgreement; and that each has had anthe opportunity to consult with counsel before signing this Agreement, and they have executedan attorney with respect to this Agreement knowinglyand each has signed and agreed to be bound hereby freely 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.

Authorization. The Parties representEach party hereby represents and warrant that they have readwarrants to the other that: # it has the requisite power and understandauthority to execute, deliver and perform this Agreement and to consummate the contentstransactions 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, they have had an opportunityAgreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement 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 eachwhich such Party. This Agreement may be executed on behalf of any Partyparty is a party or by the Party’s counsel with the same force and effect as if the Party had personally executed the Agreement.which it is otherwise bound.

Authorization. The Parties representAuthorization, etc. Each of the parties hereto hereby represents and warrantwarrants that they have readit has the power and understandauthority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the contentspart 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, they have had an opportunity to consultAgreement by such party does not contravene or conflict 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 behalfany provision of their respective Party and this Agreement will belaw or of its charter or bylaws or any agreement, instrument or order 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.party.