Power and Authority; Due Authorization. It has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement.

The Company has all requisite corporate power and authority, as applicable, to execute, deliver and perform its respective obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Company.

it has the power and authority to execute, deliver and perform its obligations under this Agreement and has taken or caused to be taken all necessary company action to authorize the execution, delivery and performance of this Agreement;

it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person or persons executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate action;