AUTHORITY, BINDING EFFECT AND ASSIGNMENT. Each party hereby represents and warrants to the other that (a) its execution, delivery and performance of this Agreement has been duly authorized and approved in every respect and (b) neither its execution or delivery of this Agreement, nor its performance hereunder, will violate or conflict with any term or condition of its organizational or other governing documents, or any other agreement or directive of any kind or nature to which it is a party or by which it is otherwise bound. This Agreement shall inure to the benefit of and be binding upon the parties hereto and each of their respective successors and permitted assigns. Neither this Agreement, nor any of the rights or obligations of the parties hereunder, may be transferred or assigned by either party without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.