Common use of Authority Clause in Contracts

Authority. Each party represents and warrants that such party has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.

Authority. Each party Party represents and warrants to the other that such party has the right, power execution and authority to enter into and execute delivery of this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation performance of such party and is enforceable in accordance with its termsParty’s obligations have been duly authorized.

Authority. Each party represents and warrants to the other that such party it has the right, power and full authority to enter into and execute this Agreement upon the terms and to perform and discharge all of the obligations hereunder; conditions hereof and that the individual executing this Agreement constitutes on its behalf has the valid and legally binding agreement and obligation of requisite authority to bind such party to this Agreement, and is that the Agreement constitutes its binding obligation enforceable in accordance with its terms.

Authority. Each party represents The parties each represent and warrants warrant that such party has they have the rightpower, power authority and authority right to enter into and execute this Agreement and to carry out and perform the terms, covenants and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsconditions hereof.

Authority. Each party represents The Parties each represent and warrants warrant that such party it/he has the rightpower, power authority and authority right to enter into and execute this Agreement and to carry out and perform the terms, covenants and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsconditions hereof.

Authority. Each party represents and warrants to the other that such party it has the right, full power and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally it is binding agreement and obligation of upon such party and is enforceable in accordance with its terms.

Authority. Each party represents and warrants each party’s signatory warrant and represent that such party each has full authority and capacity to enter into this Agreement in accordance with all requirements of law. The parties also warrant that any signed amendment or modification to the rightagreement shall comply with all requirements of law, power including capacity and authority to enter into and execute this Agreement and to perform and discharge all of amend or modify the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsAgreement.

Authority. Each party represents The Parties each represent and warrants warrant that such party it/he or she has the rightpower, power authority and authority right to enter into and execute this Agreement and to carry out and perform the terms, covenants and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsconditions hereof.

Authority. Each party hereto warrants and represents and warrants that such party has the right, power full and complete authority to enter into this Agreement and each person executing this Agreement on behalf of a party warrants and represents that he has been fully authorized to execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation on behalf of such party and that such party is enforceable in accordance with its termsbound by the signature of such representative.

Authority. Each party warrants and represents and warrants that such party it has the right, power and all requisite legal authority to enter into and execute this Agreement and that it shall comply with all laws applicable to perform its performance hereunder including all applicable laws pertaining to the collection and discharge all use of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termspersonal data.

Authority. Each party represents and warrants that such party has the right, power power, and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; , and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.

Authority. Each party Party represents and warrants that such party it has the right, power and requisite authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; contained herein and that this Agreement constitutes the has been validly executed and delivered by such Party and is a valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsParty.

Authority. Each party represents and warrants that such party has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of the its obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.

Authority. Each party hereby warrants and represents and warrants that such party it has the right, full power and authority to enter into and execute perform this Agreement and to perform and discharge all of the obligations hereunder; Agreement, and that the person signing on behalf of each is properly authorized and empowered to enter into the Agreement. Each party further acknowledges that it has read this Agreement constitutes the valid Agreement, understands it, and legally binding agreement and obligation of such party and is enforceable in accordance with its termsagrees to be bound by it.

Authority. Each party Party hereby warrants and represents and warrants that such party it has the right, full power and authority to enter into and execute perform this Agreement and to perform and discharge all of the obligations hereunder; Agreement, and that the person signing on behalf of each has been properly authorized and empowered to enter this Agreement constitutes the valid Agreement. Each Party further acknowledges that it has read this Agreement, understands it, and legally binding agreement and obligation of such party and is enforceable in accordance with its termsagrees to be bound by it.

Authority. Each party Party represents and warrants that such party it has the right, respective power and authority authority, and is duly authorized, to enter into and execute this Agreement on the terms and conditions herein stated, and to execute, deliver and perform and discharge all of the its obligations hereunder; and that under this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsAgreement.

Authority. Each party represents and warrants that such party has the right, power power, and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.

Authority. Each party Party hereto represents and warrants that such party it has the right, power and requisite authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termscontained herein.

Authority. Each party executing this Agreement on behalf of a party represents and warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to bind and if such party is a partnership, corporation or trustee, that such partnership, corporation or trustee has the right, power full right and authority to enter into and execute this Agreement and to perform and discharge all of the its obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.

Authority. Each party represents and warrants that such party has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; hereunder and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.

Authority. Each party represents and warrants that such party it is validly existing and in good standing under the laws of the jurisdiction of its organization and has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement has been duly executed and delivered by such party and constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsparty.

Authority. Each party represents and warrants that such party it has the rightfull right and authority necessary to enter into this Agreement. Each party further represents and warrants that all necessary approvals for this Agreement have been obtained, and the person whose signature appears below has the power and authority necessary to enter into and execute this Agreement and to perform and discharge all on behalf of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsindicated.

Authority. Each party Party represents and warrants for itself that such party has the right, power and authority to enter into and execute individual executing this Agreement on its behalf is authorized to do so and to perform bind the Party on whose behalf he is signing to the terms, obligations and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsconditions set forth herein.

Authority. Each party represents and warrants that such to the other party that: it has the right, power and authority to enter into this Agreement, to grant the licenses contained herein and execute to otherwise perform its obligations and covenants hereunder; it has duly executed and delivered this Agreement and pursuant to perform and discharge all of the obligations hereunderdue authorization thereof; and that this Agreement constitutes the represents its valid and legally binding agreement and obligation of such party and is obligation, duly enforceable in accordance with its termsagainst it according to the terms hereof.

Authority. Each party Party represents and warrants that such party has the right, it possesses all corporate power and authority necessary to enter into and execute this Agreement and to perform its obligations under this Agreement. All corporate acts and discharge all other proceedings required to be taken by or on the part of the each Party to authorize it to perform its obligations hereunder; and that under this Agreement have been duly and properly taken. This Agreement has been duly executed and delivered by each Party and constitutes the legal, valid and legally binding agreement and obligation obligations of such party and is each Party enforceable in accordance with its terms, subject to the application of general principles of equity.

Authority. Each party Party represents and warrants that such party it has the rightfull right and authority necessary to enter into this Agreement. Each Party further represents and warrants that all necessary approvals for this Agreement have been obtained, and the person whose signature appears below has the power and authority necessary to enter into and execute this Agreement and to perform and discharge all on behalf of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsParty indicated.

Authority. Each party represents and warrants that such party it has the rightnecessary corporate, power legal, and regulatory authority to enter into and execute this Agreement and to perform each and discharge all every duty and obligation imposed therein. Each individual affixing a signature to this Agreement represents and warrants that he or she has been duly authorized to execute this Agreement on behalf of the obligations hereunder; party he or she represents, and that this Agreement constitutes by signing the valid Agreement, a valid, binding and legally binding agreement and enforceable legal obligation of such said party and is enforceable in accordance with its termshas been created.

Authority. Each party Party warrants and represents and warrants that such party has the right, power Party’s execution and authority to enter into and execute delivery of this Agreement and to perform and discharge all of the obligations hereunder; has been duly authorized by proper corporate or limited liability company action and that this Agreement constitutes the valid and legally is a binding agreement and obligation of such party and is Party enforceable in accordance with its terms.

Authority. Each party hereby represents and warrants to the others that such each party has the right, requisite power and authority to enter into and execute this Agreement and otherwise to perform and discharge all of the carry out its respective obligations hereunder; , and that the execution, delivery and performance by each party of this Agreement constitutes have been duly authorized by all necessary action on the valid part of each party, respectively and legally binding agreement as applicable, and obligation that the person executing this Agreement on behalf of such each party and is enforceable has been fully authorized to do so in accordance with its termsapplicable law and the governing documents of each party.

Authority. Each party represents and warrants that such party has that: (i) it is an entity validly subsisting under the right, laws of the jurisdiction in which it is organized; (ii) it possesses full power and authority to enter into and execute this Agreement and to perform and discharge all of the its obligations hereunder; and that (iii) its performance of the terms of this Agreement constitutes the valid and legally binding will not breach any separate agreement and obligation of by which such party is bound; and is enforceable in accordance (iv) it shall at all times comply with its termsapplicable laws.

Authority. Each party Party represents and warrants that such party (i) it has the rightobtained all necessary approvals, power consents and authority authorizations to enter into and execute this Agreement and to perform and discharge all carry out its obligations under this Agreement, (ii) the person executing this Agreement on its behalf has express authority to do so and to bind the Party, and (iii) the execution, delivery, and performance of this Agreement does not violate any provision of any bylaw, charter, regulation, or any other governing authority of the obligations hereunder; Party, and that has been duly authorized by all necessary partnership or corporate action, and this Agreement constitutes the is a valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsthat Party.

Authority. Each party hereby represents and warrants that such party it has the full right, power and authority to enter into and execute perform this Agreement, and this Agreement has been duly authorized, executed and to perform delivered and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.

Authority. Each party represents With respect to themselves, each of the Parties to this Agreement represents, covenants and warrants that such party (i) they have the full power and authority to enter into and consummate all transactions contemplated by this Agreement and have duly authorized the execution, delivery and performance of this Agreement and (ii) the person executing this Agreement has the full right, power and authority to enter into and execute this Agreement on behalf of the Party for whom he/she has executed this Agreement, and the full right, power and authority to execute any and all necessary instruments in connection herewith, and to perform fully bind such Party to the terms and discharge all obligations of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsAgreement.

Authority. Each party represents and warrants that such party he or she has or possesses the full right, power power, authority and authority capacity to enter into and execute this Agreement, that this Agreement and to perform and discharge all does not conflict with any material agreements of the obligations hereunder; such party, and that this Agreement constitutes the valid and legally binding agreement and obligation of is enforceable against such party and is enforceable in accordance with its terms.

Authority. Each party Party represents and warrants that such party it has the right, power requisite authority and authority capacity to enter into this Contract and that the signatory for each Party is duly authorized to execute this Agreement and to perform and discharge all Contract sign on behalf of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsParty.

Authority. Each party Party represents and warrants that such party it has the right, full power and authority to enter into execute, deliver and execute perform this Agreement, and that the terms of this Agreement and do not conflict with any other contractual agreement or obligation to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and which it is enforceable in accordance with its termsa Party.

Authority. Each party Party represents and warrants that such party Party has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; hereunder and that this Agreement constitutes the valid and legally binding agreement and obligation of such party Party and is enforceable in accordance with its terms.

Authority. Each party Party represents and warrants that such party Party has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party Party and is enforceable in accordance with its terms.

Authority. Each party Party represents and warrants to the other that such party it (a) has the right, requisite power and authority and the legal right to enter into and execute this Agreement and perform its obligations hereunder; (b) has taken all necessary action on its part required to perform authorize the execution and discharge all delivery of the Agreement and the performance of its obligations hereunder; and that this (c) the Agreement has been duly executed and delivered on behalf of such Party, and constitutes the a legal, valid and legally binding agreement and obligation of such party Party and is enforceable against it in accordance with its terms.

Authority. Each party Party represents and warrants that such party has the right, power and individuals signing this Agreement have full authority to enter into and execute this Agreement for, and on behalf of, and to perform bind the Parties, and discharge all of the obligations hereunder; and that that, when signed, this Agreement constitutes the valid will be binding and legally binding agreement and obligation of such party and is enforceable in accordance with according to its terms.

Authority. Each party of the Parties hereto represents and warrants that such party it has the right, legal power and authority to enter into and execute this Agreement and to perform and discharge all of that the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of Person signing for such party is authorized and is enforceable in accordance with its termsdirected to do so.

Authority. Each party represents warrants for itself that it has complied with all applicable statutes, rules, orders, ordinances, requirements and warrants that such party has the right, power and authority regulations to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; Agreement, and that the person or persons executing this Agreement constitutes the valid and legally binding agreement and obligation of such party and on its behalf is enforceable in accordance with its termsauthorized to do so.

Authority. Each party represents and warrants that such party it has the right, power all necessary rights and authority to enter into and execute this Agreement and grants the rights and licenses and carry out its obligations under this Agreement, including that Client has authority to perform and discharge all of the obligations hereunder; and that enter into this Agreement constitutes the valid and legally binding agreement and obligation on behalf of such party and is enforceable in accordance with its termsAuthorized Users.

Authority. Each party represents and warrants that such party it has the full right, power and authority to enter into and execute this Agreement on the terms and to perform and discharge all of the obligations hereunder; conditions hereof and that the parties executing this Agreement constitutes the valid and legally binding agreement and obligation on behalf of such each party and is enforceable in accordance with its termshave been duly authorized to do so.

Authority. Each party Party represents and warrants that such party Party has the right, power power, and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party Party and is enforceable in accordance with its terms.

Authority. Each party represents of the Parties represents, warrants and warrants agrees that such party it has the right, power full right and authority to enter into this Agreement, and execute that the person executing this Agreement on its behalf has the full right and authority fully to commit and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of bind such party and is enforceable in accordance with its termsParty.

Authority. Each party represents and warrants that such party has the right, power and authority to enter into and execute individual executing this Agreement on behalf of said party is duly authorized to execute and to perform and discharge all deliver this Agreement on behalf of said party in accordance with the obligations hereunder; governing documents of said party, and that this Agreement constitutes the valid and legally is binding agreement and obligation of such upon said party and is enforceable in accordance with its termsthe terms hereof.

Authority. Each party Party represents and warrants that such party it has all necessary power and authority to execute and perform this Agreement, and this Agreement is a legal, valid and binding agreement, enforceable against the rightParty in accordance with its terms. The Parties further represent and warrant that each person signing or otherwise executing this Agreement has full legal capacity, power and authority to enter into and execute this Agreement for and on behalf of the respective Party and to perform bind such Party. User represents and discharge all of warrants that each Primary Administrator has the obligations hereunder; and that authority to undertake further actions pursuant to this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsAgreement.

Authority. Each party executing this Agreement represents and warrants that such party has the righthe, power she and/or it have all requisite authority and authority approvals necessary to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsAgreement.

Authority. Each party represents and warrants that such party has the right, power and authority to enter into into, execute and execute deliver this Agreement and any other instruments and agreements required to be executed and delivered pursuant to this Agreement and to perform and discharge all of consummate the obligations hereunder; and that this transactions contemplated herein. This Agreement constitutes the is a valid and legally binding agreement and obligation of such party and is each party, enforceable in accordance with its terms.

Authority. Each party represents and warrants that such party it has the full right, power power, and authority to enter into and execute this Agreement and all related documents. Each person executing this instrument on behalf of a party represents that he or she is an authorized representative of and has the authority to perform and discharge all of sign this document on behalf the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsrespective party.

Authority. Each party hereto warrants and represents and warrants that such --------- party has the right, power full and complete authority to enter into this Agreement and each person executing this Agreement on behalf of a party warrants and represents that he has been fully authorized to execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation on behalf of such party and that such party is enforceable in accordance with its termsbound by the signature of such representative.

Authority. Each party represents and warrants that such party has it possesses the right, full power and authority to enter into this Agreement and that it has taken all actions required by its procedures, by-laws, or law to exercise that authority, and to lawfully authorize its personnel to execute this Agreement and to perform bind it to this Agreement. For the avoidance of doubt, Participant’s representations and discharge all warranties under Section 1 (Acceptance of the obligations hereunder; and that Terms) are a part of this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsAgreement.

Authority. Each party Party represents and warrants that such party it has the right, full power and authority to enter into and perform this Agreement. Each Party represents and warrants that those persons signing this Agreement on behalf of such Party are duly authorized Representatives of such Party and properly empowered to execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsAgreement.

Authority. Each party represents and warrants that such party each has the right, actual authority and power and authority to enter into and execute this Agreement and to perform be bound by the terms and discharge all conditions hereof. Any individual signing this Agreement on behalf of a Client represents, warrants and guarantees that he or she has full authority to do so. This Agreement is binding upon Administaff only if signed by the President or a Vice President of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsgeneral partner.

Authority. ​ Each party represents and warrants that such party has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.. ​

Authority. Each party Party represents and warrants that such party it has the right, full power and authority to enter into this Agreement, and execute each person signing this Agreement on behalf of any Party represents and warrants that he or she is duly authorized to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsdo so.

Authority. Each party Party hereto represents and warrants that such party it has the right, power and requisite authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; contained herein and that this Agreement constitutes the has been validly executed and delivered by such Party and is a valid and a legally binding agreement and obligation of such party and is enforceable in accordance with its termsParty.

Authority. Each party represents of the Parties represents, warrants, and warrants agrees that such party has they have the right, power full right and authority to enter into this Agreement, and execute that the person executing this Agreement has the full right and authority to perform commit and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of bind such party and is enforceable in accordance with its termsParty.

Authority. Each party Party represents and warrants that such party it has the right, corporate power and authority to enter into this Agreement, and execute to carry out the terms and obligations set forth in this Agreement, and that the persons executing this Agreement on its behalf have the authority to act for and to perform bind the Party and/or, in case of Buyer Parent, its Subsidiaries, and discharge all in case of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsHITACHI, HITACHI Sublicensed Subsidiaries.

Authority. Each party represents and warrants that such party it has the full authority, right, and power and authority to enter into and execute perform its obligations under this Agreement. Each party warrants that its entering and performing this Agreement and does not conflict with any other agreement to perform and discharge all which it is a party, or any law or regulation of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsany applicable governmental authority.

Authority. Each party represents and warrants that such party it has the right, legal power and authority to enter into this Agreement. When executed and execute delivered by both parties, this Agreement and to perform and discharge all of will constitute the obligations hereunder; and that this Agreement constitutes the legal, valid and legally binding agreement and obligation obligations of such party, enforceable against such party and is enforceable in accordance with its terms.

Authority. Each party Party represents and warrants that such party it has the right, power and requisite authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; contained herein and that this Agreement constitutes the has been duly authorized, validly executed and delivered by such Party and is a valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsParty.

Authority. Each party of the Parties represents and warrants to the others that such party (a) it has the right, full power and authority legal right to enter into execute and execute deliver this Agreement and to perform its obligations under this Agreement; (b) the execution, delivery and discharge performance of this Agreement have been authorized by all necessary action, corporate or otherwise, and do not violate any provisions of the its charter or by-laws or any contractual obligations hereunderor requirements of law binding on it; and that (c) this Agreement constitutes the its legal, valid and legally binding agreement and obligation of such party and is obligation, enforceable against it in accordance with its terms.

Authority. Each party Party represents and warrants that such party (a) he/it has the right, power and authority to enter into execute, deliver and execute perform this Agreement, (b) this Agreement has been duly executed and to perform delivered by him/it and discharge all of the obligations hereunder; and that this Agreement constitutes the his/its valid and legally binding agreement and obligation of such party and is obligation, enforceable against him/it in accordance with its terms, and (c) the person(s) signing this Agreement have authority to do so.

Authority. Each party represents and warrants that such party has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; , and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.

Authority. Each party hereto represents and warrants that such party it has the right, legal power and authority to enter into and execute this Agreement and each party is in receipt of all requisite authorizations and consents (if any) necessary to enable it to execute and perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsAgreement.

Authority. Each party warrants and represents to the other that the person signing this Agreement on the party’s behalf has the requisite power and warrants authority to do so and the party’s respective governing bodies have duly authorized and approved this Agreement and that such party each has the right, power title, power, and authority to enter into carry out and execute perform the terms of this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsAgreement.

Authority. Each party Party represents and warrants that such party it has the right, legal power and authority to enter into the Agreement. When executed and execute this delivered by both Parties, the Agreement and to perform and discharge all of will constitute the obligations hereunder; and that this Agreement constitutes the legal, valid and legally binding agreement and obligation obligations of such party and is Party, enforceable against such Party in accordance with its terms.

Authority. Each party hereby warrants and represents and warrants that such party it has the right, full power and authority to enter into and execute perform this Agreement and to perform and discharge all of the obligations hereunder; Contract, and that the person signing on behalf of each party has been properly authorized and empowered to enter this Agreement constitutes Contract. Each party further acknowledges that it has read, understands, and agrees to be bound by the valid terms and legally binding agreement and obligation conditions of such party and is enforceable in accordance with its termsthis Contract.

Authority. Each party represents of the Parties unconditionally and irrevocably represents, warrants and covenants that such party it has the right, authority and power and authority to enter into and execute be bound by this Agreement and that the person signing on its behalf is authorized to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsdo so.

Authority. Each party of the Indemnifying Parties represents and warrants that such party (i) it has the right, all requisite power and authority to enter into execute, deliver and execute perform its obligations under this Agreement and to perform and discharge all of the obligations hereunder; and that (ii) this Agreement has been duly and validly authorized, executed and delivered by such Indemnifying Party and constitutes the a valid and legally binding agreement and obligation of such party and is Indemnifying Party, enforceable in accordance with its terms.

Authority. Each party represents and Party hereto warrants that such party it has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of the its obligations hereunder; hereunder and that all necessary approvals, acts or resolutions to authorize this Agreement constitutes transaction have been taken, and the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termssignatories, by executing this Agreement, warrant that they have the authority to bind the respective parties.

Authority. Each party represents and warrants that such party it has the right, power right and authority to enter into and execute perform its obligations under this Agreement and to Agreement. Each party will perform and discharge all of its obligations under the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsall applicable governmental laws, rules and regulations. Neither party will be obligated to enter into any further agreement with the other party.

Authority. Each party represents and warrants that such party it has the right, requisite corporate power and authority to enter into and execute this Agreement and to perform and discharge all of the undertake its obligations hereunder; , and that this Agreement constitutes has been executed and delivered by its duly authorized officer, and is the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.

Authority. Each party Party warrants and represents and warrants that such party has the rightthis Agreement is being executed by a representative of that Party, power and authority duly authorized to enter into and execute this Agreement bind the Party to the terms and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsconditions set forth herein.

Authority. Each party Party hereby warrants and represents and warrants that such party it has the right, power and authority to enter into and execute this Agreement and is the sole and lawful owner of all rights, title, and interest in and to perform all matters that each such Party released pursuant to Section 2, and discharge all that it has not previously assigned or transferred, or purported to assign or transfer, any of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable released matters, in accordance with its termswhole or in part, to any other person or entity.

Authority. Each party represents and warrants that (i) such party has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; , (ii) such party is not a party to any agreement or understanding, written or oral, and that is not subject to any restriction, which, in either case, could prevent such party from entering into this Agreement or performing all of such party’s duties and obligations hereunder, and (iii) this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.

Authority. Each party represents and warrants that such party has the right, power power, and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; hereunder and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.

Authority. Each party Party represents and warrants that such party that: (1) the Party has the right, power and authority to enter into and this Agreement; (2) the individual signing on behalf of the Party has been duly authorized to execute this Agreement and to perform and discharge all of the obligations hereunderby that Party; and (3) upon execution by such individual, that Party shall be bound by the terms and provisions of this Agreement constitutes the valid and legally binding agreement and obligation without any further act, approval or authorization of such party and is enforceable in accordance with Party or its termsgoverning body or management.

Authority. 17.1 Each party represents and warrants that such party has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.

Authority. Each party Party hereto represents and warrants warrants, as of the date hereof, that such party it has the right, corporate power and authority to enter into execute and execute deliver this Agreement and to perform and discharge all of the obligations hereunder; and Agreement, that this Agreement constitutes the a legal, valid and legally binding agreement and obligation of such party Party, and that each person executing this Agreement on behalf of such Party is enforceable in accordance with its termsfully authorized to execute this Agreement on behalf of said Party.

Authority. Each party represents and warrants that such party (a) it has the right, full corporate power and authority authority, and has obtained all corporate approvals, permissions, and consents necessary, to enter into and execute this Agreement and to perform and discharge all of the its obligations hereunder; and that (b) this Agreement constitutes the valid and is legally binding agreement upon it and obligation of such party and is enforceable in accordance with its terms; and (c) the entering into and performance of this Agreement do not and will not conflict with any agreement, instrument, judgment, or understanding, oral or written, to which it is a party or by which it may be bound.

Authority. Each party represents and warrants that such party has they have the right, power and authority to enter into and execute consummate the transactions contemplated by this Agreement to the extent required by the terms and to perform and discharge all of the obligations hereunder; and that conditions set forth in this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsAgreement.

Authority. Each party Party represents and warrants that such party it has the full right, power and authority to enter into this Agreement, to perform its obligations hereunder and execute that the execution, delivery and performance of this Agreement and will not conflict with or constitute a default under any contract, agreement or other obligation to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and which it is enforceable in accordance with its termssubject.

Authority. Each party Party represents and warrants that such party it has the full right, power and authority to enter into execute, deliver and execute perform its obligations pursuant to this Agreement, this Agreement has been duly executed by such Party, and to perform and discharge all of the obligations hereunder; and that this Agreement it constitutes the a legal, valid and legally binding agreement and obligation of such party and is Party, enforceable in accordance with its terms.

Authority. Each party represents and warrants that such party (i) it has the right, full power and authority to enter into this Agreement, and execute (ii) the execution of this Agreement by it and to perform and discharge all the performance of the its obligations hereunder; and that this Agreement constitutes the valid and legally binding hereunder do not violate any other agreement and obligation of such party and by which it is enforceable in accordance with its termsbound.

Authority. Each party Party represents and warrants that such party it has the right, legal power and authority to enter into this Agreement. When executed and execute delivered by both Parties, this Agreement and to perform and discharge all of will constitute the obligations hereunder; and that this Agreement constitutes the legal, valid and legally binding agreement and obligation obligations of such party and is Party, enforceable against such Party in accordance with its terms.

Authority. Each party represents of the Parties declares and warrants that such party (a) it has all the necessary right, power and authority to enter into and execute perform under this Agreement, (b) the person executing this Agreement and on its behalf was fully authorized to perform and discharge all do so at the time of the obligations hereunder; and that execution, (c) this Agreement constitutes the a binding and valid and legally binding agreement and obligation of such party and is enforceable the Party in accordance with its terms, and (d) it has the authority to release the rights and liabilities being released hereunder.

Authority. Each party Party represents and warrants that such party to the other that: (a) it has the right, power and authority been duly authorized to enter into this Agreement, and execute this Agreement and to perform and discharge all of the obligations hereunder; and that (b) this Agreement constitutes the valid a valid, legal, and legally binding agreement and obligation of such party and is enforceable against it in accordance with its termsterms to the extent allowed by law.

Authority. Each party represents and warrants warrants, with respect to itself, that such party has the right, power execution and authority to enter into and execute delivery of this Agreement and to perform and discharge has been authorized by all necessary action of the obligations hereunder; each party, and that this Agreement constitutes the valid legal, valid, and legally binding agreement and obligation of such party and is each party, enforceable in accordance with its terms.

Authority. Each party represents and warrants that such party it has the right, full power and authority to enter into and execute this Agreement Agreement, to consummate the transactions contemplated to be consummated hereby, and to perform and discharge all of the obligations hereunder; . This Agreement has been duly executed and that this Agreement delivered and constitutes the each party’s valid and legally binding agreement and obligation of such party and is obligation, enforceable in accordance with its terms.

Authority. Each party Party warrants and represents and warrants that such party it has the right, full power and authority to enter into and execute perform this Agreement and to perform and discharge all of the obligations hereunder; Agreement, and that the person signing on behalf of each has been properly authorized and empowered to sign this Agreement constitutes the valid Agreement. Each Party further acknowledges that it has read this Agreement, understands it, and legally binding agreement and obligation of such party and is enforceable in accordance with its termsagrees to be bound by it.

Authority. Each party Party represents and warrants that such party (a) it has the right, full corporate power and authority to enter into and execute this Agreement and to perform and discharge all of the its obligations hereunder; and that , (b) this Agreement constitutes is the valid and legally binding agreement and legal obligation of such party and is Party, enforceable against such Party in accordance with its terms, and (c) in performing this Agreement, it will materially comply in all respects with all applicable laws and regulations.

Authority. Each party Party represents and warrants that such party it has the rightright to enter this Agreement, has the power and authority to enter into execute and execute deliver this Agreement and to perform and discharge all of the its obligations hereunder; , and that the execution, delivery, and performance by each such Party of this Agreement constitutes the valid and legally binding agreement and obligation will not conflict with or result in any breach of, or constitute a default under, any security agreement, commitment, contract, or other agreement, instrument or undertaking to which such Party is a party or by which any of such party and its property is enforceable in accordance with its termsbound.

Authority. Each party represents and warrants that such party has that: (a) the right, power person signing this Agreement on the party’s behalf is duly authorized and authority empowered to enter into and execute this Agreement and to perform and discharge all of the obligations hereunderAgreement; and that (b) all persons or entities affiliated with the party are bound by the terms of this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsAgreement.

Authority. 21. Each party represents and warrants that such party (i) it has the right, power and authority to enter into execute, deliver and execute perform this Agreement, and (ii) this Agreement has been duly executed and to perform delivered by it and discharge all of the obligations hereunder; and that this Agreement constitutes the its valid and legally binding agreement and obligation of such party and is obligation, enforceable against it in accordance with its terms.

Authority. 14.1 Each party of the Parties hereto represents and warrants that such party it has the right, full power and authority to enter into execute and execute deliver this Agreement and to perform and discharge all of consummate the obligations hereunder; transactions contemplated herein and that this Agreement constitutes and the provisions hereof constitute valid and legally binding obligations of each such Party and do not violate the terms of any agreement and obligation of to which such party and Party is enforceable in accordance with its termsa party.

Authority. Each party hereby warrants and represents and warrants that such party it has the right, full power and authority to enter into and execute perform this Agreement and that the person signing on behalf of each is properly authorized and empowered to perform enter into the Agreement. Each party further acknowledges that it has read this Agreement, understands it, and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsagrees to be bound by it.

Authority. Each party represents and warrants that such party it has the right, power right and authority to enter into and execute this Agreement and Agreement, including but not limited to perform and discharge all of the obligations hereunder; and fact that it has sufficient Board Authorization to do so. The persons undersigned represent that they are authorized to bind the party on whose behalf they are executing this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsagreement.