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 warrants and represents and warrants to the other party 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 carry out 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 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 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 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 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 it has the rightfull power, power authority and authority legal right to enter into execute and execute deliver this Agreement Lease and to perform keep and discharge observe all of the obligations hereunder; terms and provisions of this Lease on such party’s part to be observed and performed. Each party warrants that this Agreement constitutes the Lease is its valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termsobligation.

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 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 hereto represents and warrants that such party it has the right, full power and authority to enter into and execute perform this Agreement Agreement, and to perform each party knows of no law, rule, regulations, order, agreement, promise, undertaking or other fact or circumstance which would prevent its full execution and discharge all performance 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 full right, power and authority to enter into execute, deliver and execute perform 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, full 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 performance of such obligations will not conflict with or result in a breach of any agreement to which such Party is a party and or is enforceable in accordance with its termsotherwise bound.

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 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 represents and warrants that such party it has the right, full power and authority to enter into and execute undertake the obligations set forth in this Agreement and that it has not entered into any other agreement nor will it enter into any other agreements that would render it incapable of satisfactorily performing its obligations pursuant 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 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 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 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 it has the right, power and authority to enter into and execute this Agreement on its behalf and the individual signatory for a Party represents that it has been authorized by that Party to perform execute and discharge all of the obligations hereunder; and that deliver 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 hereto represents and warrants that such party it or he has the right, power and authority to enter into execute and execute deliver this Agreement and to perform and discharge all of the its or his 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 Party has (a) all requisite legal and company power to execute and deliver this Agreement; (b) taken all company or other action necessary for the rightauthorization, power execution and authority delivery of this Agreement; and (c) taken all action required to enter into and execute make this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the a legal, valid and legally binding agreement and obligation of such party and is Party, enforceable against such Party in accordance with its terms. The individual executing this Agreement on behalf of CAT Reporting Agent represents and warrants that he/she has the right to execute this Agreement and bind CAT Reporting Agent to the terms and conditions of this Agreement.

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 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 represents and warrants to the other that such party it has all the necessary right, power and authority to sign, bind, enter into and execute perform this Agreement for itself and to perform for any other person or entity on whose behalf it has signed and discharge all of the obligations hereunder; and that entered into 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 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 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 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 individually and severally represents and warrants that such party to the other Party that: (a) it has the right, all requisite power and authority to enter into into, consummate and execute perform this Agreement, and (b) this Agreement is the valid, binding and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and enforceable obligation of such party and is enforceable in accordance with its termsParty.

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 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 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 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 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 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 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 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 to the other that such party it has the right, power and authority to enter into the Agreement and execute this grant to the other the rights (if any) contemplated in the Agreement and to 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 termsAgreement.

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 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 (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 represents and warrants that (a) such party has the right, full power and authority to enter into and execute this Agreement Lease and to perform its provisions and discharge all of (b) the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation person signing on behalf of such party and is enforceable in accordance with has been duly authorized by such party to sign this Lease on its termsbehalf.

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 has the rightit possesses all requisite authority, power power, and authority material licenses, permits and franchises to enter into and execute this Agreement conduct its business wherever conducted and to perform execute, deliver 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 comply with its termsobligations under the terms of this Agreement.

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

Authority. Each party 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 that it is binding upon such Party 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. You further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement.

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 it has the right, power and all requisite authority to enter into and execute this Agreement under applicable federal or state laws, rules and to perform regulations, and discharge all of the obligations hereunder; under its applicable organization documents, and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its termshas been duly authorized by all required company action.

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 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 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 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 represents and warrants to the other party that such party (i) it has the right, full power and authority under all relevant laws and regulations and is duly authorized to enter into this Agreement; and execute (ii) to its knowledge, the execution, delivery and performance 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 by such party and does not conflict with any agreement, instrument or understanding, oral or written, to which it is enforceable in accordance with its termsa party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

Authority. Each party Party represents and warrants that such party it has the right, all necessary power and authority to enter into execute, deliver and execute perform 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 the terms hereof and that it has all requisite power and authority to own and operate its termsproperties and to carry on its business as now conducted.

Authority. Each party represents and warrants that such party it has the right, power all right and authority to enter into and execute this Agreement and necessary to 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 termsAgreement.

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 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 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 Party represents and warrants that such party (i) it has the right, full entity power and authority to enter into this Agreement, (ii) the Agreement has been duly authorized, validly executed and execute this Agreement delivered, and to perform and discharge all of (iii) the obligations hereunder; and that this Agreement constitutes the valid legal, valid, and legally binding agreement and obligation of such party and is the Party, enforceable in accordance with its terms.

Authority. Each party represents and warrants to the others that such party it --------- has the right, power and authority to enter into and perform its obligations under this Agreement and that the signatory on its behalf is authorized to execute this Agreement and bind its principal to perform the terms and discharge all conditions 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 to each other Party that such party it has the right, power and legal authority to enter into and execute perform this Agreement and to perform and discharge all of the obligations hereunder; and that each obligation assumed by such Party 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 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 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 right, power and authority to enter into and execute this Agreement on its behalf and the individual signatory for each Party represents that he or she is authorized by that Party to perform execute and discharge all of the obligations hereunder; and that deliver 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 to the other that such party it has the right, power and authority to enter into this agreement and execute grant to the other the rights (if any) contemplated in this Agreement agreement and to 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 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 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 of the Parties hereby represents and warrants to the other Party that such party each has the right, power to execute and authority to enter into and execute perform this Agreement and to perform and discharge all of the obligations hereunderAgreement; and that this Agreement constitutes upon execution will constitute the valid valid, lawful, binding and legally binding agreement and obligation enforceable obligations of such party and is enforceable in accordance with its termseach Party.

Authority. Each party Party represents and warrants that such party to the other that: (i) it has all requisite legal and corporate power to execute and deliver this Agreement; (ii) it has taken all corporate action necessary for the rightauthorization, power execution and authority to enter into delivery of this Agreement; and execute (iii) this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the is a legal, valid and legally binding agreement and obligation of such party and is it, enforceable against it in accordance with its termsthe terms of this Agreement.

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 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 Party represents and warrants to the other Parties that such party Party has the full 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 termsAgreement.

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 taken all actions that are necessary or that are required by its applicable law to legally authorize the right, power and authority undersigned signatories to enter into and execute this Agreement on behalf of the Party and to perform and discharge all of bind the obligations hereunder; and that Party to its terms. The person(s) executing this Agreement constitutes the valid and legally binding agreement and obligation on behalf of such party and is enforceable in accordance with its termseach Party warrants that he/she/they have full authorization to execute this Agreement.

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 The Parties hereto represent and warrants warrant to each other that such party has each Party possesses the right, power and full requisite authority to enter into and execute this Agreement and to perform and discharge all of that the obligations hereunder; and that person signing this Agreement constitutes the valid on behalf of each Party is fully and legally binding agreement and obligation of such party and is enforceable in accordance with its termsduly authorized to do so.

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

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 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 warrants and represents and warrants that such party it has the right, full power and legal authority to enter into and execute this Agreement and to perform that the performance of this Agreement and discharge all proper exercise of the obligations hereunder; and that this Agreement constitutes rights granted hereunder will not infringe on the valid and legally binding agreement and obligation rights of such party and is enforceable in accordance with its termsany third party.

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 it has the full legal right, power power, and authority to enter into and execute perform its obligations under this Agreement and to perform and discharge all of that the obligations hereunder; and that person executing this Agreement constitutes has the valid and legally binding agreement and obligation of authority to bind such party and is enforceable in accordance with its termsrespective party.

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. ✓ Survival.

Authority. Each party Party represents and warrants that such party it has the right, power and full authority to enter into and execute bind itself to 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.

Authority. Each party represents and warrants that such party it has the right, power and authority to enter into and execute this Agreement and to perform and discharge all that it constitutes a binding commitment 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 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 Party represents and warrants that such party (i) it has the right, full power and authority to enter into and perform this Agreement, and (ii) 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 Party warrants and represents and warrants to the other that such party it has the right, full power and authority to enter into execute and execute deliver this Agreement and to perform its covenants, duties and discharge all of the obligations hereunder; and that described 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 represents The Parties each represent and warrants warrant that such party has the right, they have full power and actual authority to enter into this Agreement and to carry out all actions required of them by this Agreement. All persons are executing this Agreement in their representative capacities and represent and warrant that they have 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 binding agreement and obligation of such party and is enforceable in accordance with its termsbind their respective organizations.

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.