Common use of Authorization Clause in Contracts

Authorization. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.

Authorization. Each of the parties Parties hereby represents and warrants that it has the execution power and delivery of authority to execute, deliver and perform this Agreement, that this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action by on the part of such party and when so executed and deliveredParty, that this Agreement will be the constitutes a legal, valid and binding obligation of each such party in accordance Party and that the execution, delivery and performance of this Agreement by such Party does not contravene or conflict with any provision of law or of its termscharter or bylaws or any material agreement, instrument or order binding on such Party.

Authorization. Each of the parties Parties hereby represents and warrants that it has the execution power and delivery of authority to execute, deliver and perform this Agreement, that this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action by on the part of such party and when so executed and deliveredParty, that this Agreement will be the constitutes a legal, valid and binding obligation of each such party Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

Authorization. Each of the parties represents and warrants that the The execution and delivery of this Agreement and the consummation performance by it of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action by and will not violate (a) such party and when so executed and deliveredParty’s certificate of incorporation or bylaws, this Agreement will be the valid and binding (b) any agreement, instrument or contractual obligation to which such Party is bound in any material respect, (c) any requirement of any Applicable Laws, or (d) any order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in effect applicable to such party in accordance with its termsParty.

Authorization. Each of the parties Parties hereby represents and warrants that it has the execution power and delivery of authority to execute, deliver and perform this Agreement, that this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action by on the part of such party and when so executed and deliveredParty, that this Agreement will be the constitutes a legal, valid and binding obligation of each such party Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

Authorization. Each of the parties represents and The entity signing this Agreement warrants that such execution has been duly authorized by the party for which he or she is signing. The execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement have each party has been duly authorized by all necessary corporate action by such party action, and when so executed and delivered, this Agreement will be constitutes the valid and binding obligation of each party, enforceable against such party in accordance with its terms.

Authorization. Each of the parties Party to this Agreement represents and warrants that the execution it has full and delivery of complete authority to enter into and perform this Agreement. Each person who executes this Agreement on behalf of either Party represents and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by warrants that he or she has full and complete authority to do so and that such party and when so executed and delivered, this Agreement Party will be bound by the valid and binding obligation of such party in accordance with its termsAgreement.

Authorization. Each of the parties represents and warrants that the ------------- execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.

Authorization. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.. The remainder of this page is left intentionally blank

Authorization. Each All corporate action on the part of the parties represents respective party and warrants that its nominees, officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the consummation performance of all obligations of the transactions contemplated by this respective party hereunder has been taken. This Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the constitutes a valid and legally binding obligation of such party the parties, enforceable in accordance with its respective terms.

Authorization. Each of the parties Parties represents and warrants to the other that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate or governmental action by such party on the part of the representing Party and when so executed and delivered, that this Agreement will be the valid and is fully binding obligation of on such party in accordance with its termsParty.

Authorization. Each of the parties party hereby represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party that party's governing body and when so executed and delivered, that this Agreement will be the valid and binding obligation has been signed by an authorized officer of such party in accordance with its termsthat party.

Authorization. Each of party to the parties Agreement hereby represents and warrants that the execution, delivery, and performance of the Agreement are within the powers of each party and have been duly authorized by the party and its shareholders; the execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement each party have been duly authorized by all necessary corporate action by such party applicable laws and when so executed regulations, and delivered, this Agreement will be constitutes the valid and binding enforceable obligation of such each party in accordance with its terms.

Authorization. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions and performance of services contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.

Authorization. Each of party represents to the parties represents and warrants other that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action by such party or other action, and when so executed that all approvals and delivered, consents necessary to enter into this Agreement will be the valid have been obtained, and binding obligation of such party in accordance with that this Agreement is signed on its termsbehalf by its duly authorized officer, agent or representative.

Authorization. Each party has taken all action necessary for the approval and execution of this Agreement, and execution by the persons signing on behalf of both parties represents is duly authorized and warrants that the execution has been made with complete and delivery full authority to commit both parties to all terms and conditions of this Agreement and the consummation which shall constitute valid, binding obligations of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.each party. I

Authorization. Each of the parties represents and warrants that the The execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary laws, resolutions, or corporate action by such party and when so executed and delivered, actions of the respective Parties. The Parties to this Agreement will be represent and warrant that the valid and binding obligation of such party in accordance with its termspersons executing this Agreement have full authority to bind the respective Parties.

Authorization. Each of Party has the parties represents corporate power and warrants that authority to execute and deliver this Agreement, to perform fully its obligations hereunder, and to consummate the transactions contemplated thereby. The execution and delivery by each Party of this Agreement Agreement, and the consummation of the transactions contemplated by this Agreement hereby, have been duly authorized by all necessary requisite corporate action by such party and when so executed and deliveredof each Party. This Agreement constitutes legal, this Agreement will be the valid and binding obligation obligations of such party each Party, enforceable against it in accordance with its termsthe terms and conditions hereof.

Authorization. Each of the parties represents and warrants that the The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby are within the company power of such party, have been duly authorized by all necessary corporate action company proceedings of such party, and this Agreement has been duly executed and delivered by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its termsparty.

Authorization. Each of the parties party to this Agreement represents and warrants that to the execution other party that: it has the right, power and authority to enter into and perform its obligations under this Agreement, it has taken all requisite action (corporate, statutory or otherwise) to approve execution, delivery and performance of this Agreement Agreement, and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and deliveredconstitutes a legal, this Agreement will be the valid and binding obligation of such party upon itself in accordance with its terms.

Authorization. Each of the parties represents and warrants that the execution and delivery of this This Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action by such party each Party and when so executed and delivered, this Agreement will be the valid legal, valid, and binding obligation of such party each Party enforceable in accordance with its terms.

Authorization. Each of the parties Party represents and warrants to the other Party that the execution and delivery of this Agreement and the consummation performance of the transactions contemplated by such Party's obligations under this Agreement have been duly authorized by all necessary corporate action by such party authorized, and when so executed and delivered, this that the Agreement will be the is a valid and binding obligation of such party agreement, enforceable in accordance with its terms.

Authorization. Each of the parties represents and warrants that the The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby are within the company power of such Party, have been duly authorized by all necessary corporate action company proceedings of such Party, and this Agreement has been duly executed and delivered by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its termsParty.

Authorization. Each of the parties hereby represents and warrants that it has the execution power and delivery of authority to execute, deliver and perform this Agreement, that this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action by on the part of such party and when so executed and deliveredparty, that this Agreement will be the constitutes a legal, valid and binding obligation of each such party in accordance and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision of law or of its termscharter or bylaws or any material agreement, instrument or order binding on such party.

Authorization. Each of the parties party represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action authorized, executed and delivered by such party and when so executed and delivered, this Agreement will be the constitutes a valid and binding obligation of such party, enforceable against such party in accordance with its terms.

Authorization. Each of the parties represents and warrants that the The execution and delivery by each party of this Agreement and the consummation and performance by such party of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance compliance with its termsapplicable law.

Authorization. Each of the parties party hereto represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement herein have been duly authorized by all necessary corporate action by such party action, and when so executed and delivered, delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

Authorization. Each of the parties represents and warrants that the execution and delivery of this This Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be delivered by the Shareholder and constitutes the valid and binding obligation of each such party, enforceable against each such party in accordance with its terms.

Authorization. Each of the parties party represents and warrants to the other that all corporate action on the part of such party necessary for the authorization, execution and delivery of this Agreement and the consummation performance of the transactions contemplated by all obligations hereunder has been taken and persons executing this Agreement have been duly authorized by all necessary corporate action by such party due power and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its termsauthority to do so.

Authorization. Each of the parties represents (i) The execution, delivery and warrants that the execution and delivery performance by such party of this Agreement Agreement, and the consummation by such party of the transactions contemplated by this Agreement hereby, are within such party's corporate powers and have been duly authorized by all necessary corporate action on the part of such party. This Agreement has been duly executed and delivered by such party and when so executed and delivered, this Agreement will be the constitutes a valid and binding obligation agreement of such party, enforceable against such party in accordance with its terms.

Authorization. Each of the parties party to this agreement represents and warrants to the other parties that it has the execution right, power, and delivery authority to enter into and perform its obligations under this agreement and that it has taken all requisite action to approve execution, delivery, and performance of this Agreement agreement, and the consummation of the transactions contemplated by that this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and deliveredagreement constitutes a legal, this Agreement will be the valid valid, and binding obligation of such party upon itself in accordance with its terms.

Authorization. Each of the parties party to this Agreement represents and warrants to the other that it has the execution right, power and authority to enter into and perform its obligations under this Agreement, and it has taken all requisite action (corporate, statutory, or otherwise) to approve execution, delivery and performance of this Agreement Agreement, and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and deliveredconstitutes a legal, this Agreement will be the valid and binding obligation of such party upon itself in accordance with its terms.

Authorization. Each of the parties party to this Agreement hereby represents and warrants that the execution execution, delivery, and delivery performance of this Agreement are within the powers of each party and have been duly authorized by the consummation party, the execution and performance of the transactions contemplated by this Agreement by each party have been duly authorized by all necessary corporate action by such party applicable laws and when so executed regulations, and delivered, this Agreement will be constitutes the valid and binding enforceable obligation of such each party in accordance with its terms.

Authorization. Each of the parties hereto represents and warrants that it has the execution power and delivery of authority to execute, deliver and perform this Agreement, that this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action by on the part of such party and when so executed and deliveredparty, that this Agreement will be the constitutes a legal, valid and binding obligation of each such party in accordance and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision of law or of its termscharter or bylaws or any agreement, instrument or order binding on such party.

Authorization. Each of the parties represents The execution, delivery and warrants that the execution and delivery performance by such party of this Agreement and the consummation of the transactions contemplated by this Agreement hereby are within such party’s organizational powers and have been duly authorized by all necessary corporate organizational action by on the part of such party and when so executed and delivered, this party. This Agreement will be the constitutes a valid and binding obligation agreement of such party in accordance with its termsparty.

Authorization. Each of the parties Party represents and warrants that all actions (whether corporate or not) on his or its part necessary for the authorization, execution and delivery of this Agreement and for the consummation performance of the transactions contemplated by all of his or its obligations hereunder has been taken, and this Agreement have been duly authorized by all necessary corporate action by such party and when so fully executed and delivered, this Agreement will be the valid shall constitute a valid, legally binding and binding enforceable obligation of such party in accordance with its termson that Party.

Authorization. Each All corporate action on the part of such Party necessary for the parties represents and warrants that the authorization, execution and delivery of this Agreement and for the consummation performance of the transactions contemplated by all of its obligations hereunder has been taken, and this Agreement have been duly authorized by all necessary corporate action by such party and when so fully executed and delivered, this Agreement will be the valid shall each constitute a valid, legally binding and binding enforceable obligation of such party in accordance with its termsParty.

Authorization. Each of the parties party to this Agreement represents and warrants that to the execution other parties that:  It has the right, power and authority to enter into and perform its obligations under this Agreement.  It has taken all requisite action (corporate, statutory or otherwise) to approve execution, delivery and performance of this Agreement Agreement, and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and deliveredconstitutes a legal, this Agreement will be the valid and binding obligation of such party upon itself in accordance with its terms.

Authorization. Each of the parties represents Party is authorized and warrants that the execution and delivery of empowered to execute this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or partnership action by such party and when so executed and delivered, has been taken to authorize execution of this Agreement will be the valid and binding obligation of such party in accordance with its termsAgreement.

Authorization. Each of the parties represents and warrants that the execution and delivery of to this Agreement and the consummation of the transactions contemplated by represents that this Agreement have has been duly authorized by all necessary corporate action authorized, executed and delivered by such party and when so executed and deliveredconstitutes the legal, this Agreement will be the valid and binding obligation of such party enforceable against it in accordance with its terms.

Authorization. Each of the parties represents and warrants to the other that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate or governmental action by such on the part of the representing party and when so executed and delivered, that this Agreement will be the valid and is fully binding obligation of on such party in accordance with its termsparty.

Authorization. Each of the parties Party executing this Agreement represents and warrants that it has the execution corporate power and delivery of authority to execute this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its termsParty.

Authorization. Each of the parties party hereto represents and warrants that the execution and delivery of this Agreement and the consummation provision of the transactions marketing support, distribution and sales services contemplated by this Agreement herein have been duly authorized by all necessary corporate action by such party organizational action, and when so executed and delivered, delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

Authorization. Each of the parties represents and individual signing this Agreement warrants that such execution has been duly authorized by the party for which he or she is signing. The execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement have each party has been duly authorized by all necessary corporate action by such party action, and when so executed and delivered, this Agreement will be constitutes the valid and binding obligation of each party, enforceable against such party in accordance with its terms.

Authorization. Each of the parties party hereto represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement herein have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.

Authorization. Each of the parties represents The execution, delivery and warrants that the execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly and validly authorized by all necessary corporate action by on the part of such party Party, and when so executed upon its execution and delivereddelivery will constitute legal, this Agreement will be the valid and binding obligation obligations of such party Party enforceable against such Party in accordance with its terms.

Authorization. Each of the parties each party hereto represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement herein have been duly authorized by all necessary corporate action by such party action, and when so executed and delivered, delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

Authorization. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action by such party and when so executed and delivered, this Agreement will shall be the valid and binding obligation of such party in accordance with its terms.

Authorization. Each of the parties represents and warrants that the The execution and delivery by such party of this Agreement and the consummation performance by such party of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate or other action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its termsparty.

Authorization. Each of the parties party represents and warrants that the execution and delivery by it of this Agreement and the consummation performance of the transactions contemplated by this Agreement have its obligations hereunder has been duly authorized and will not constitute a breach of any other contract by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its termswhich it is bound.

Authorization. Each of the The parties represents and warrants represent that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary required corporate action by such actions, and the person signing on its behalf of each party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its termsis authorized to do so.

Authorization. Each of the parties represents The execution, delivery and warrants that the execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement have Transaction Documents to which it is a party has been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its termsaction.

Authorization. Each of the parties Parties hereby represents and warrants that it has the execution power and delivery of authority to execute, deliver and perform this Agreement, that this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action by on the part of such party and when so executed and deliveredparty, that this Agreement will be the constitutes a legal, valid and binding obligation of each such party in accordance and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or law or of its termscharter or bylaws or any agreement, instrument or order binding on such Party.

Authorization. Each of the parties party to this Agreement hereby represents and warrants that the execution execution, delivery, and delivery performance of this Agreement are within the powers of each party and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed approved and delivered, this that the Agreement will be the constitutes a valid and binding enforceable obligation of such each party in accordance with its terms.

Authorization. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly executed by a partner or officer authorized by all necessary corporate action by to bind such party and when so executed and delivered, that this Agreement will be constitutes the valid valid, binding and binding enforceable obligation of such party in accordance with its termsparty.

Authorization. Each of the parties represents The execution, delivery and warrants that the execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be on the valid and binding obligation part of such party in accordance with its terms.Party;

Authorization. Each All corporate or similar action, as applicable on the part of such party, necessary for the parties represents authorization, execution, delivery and warrants that the execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been taken. This Agreement has been duly authorized by all necessary corporate action executed by such party and when so executed and delivered, this Agreement will be the constitutes a valid and legally binding obligation of such party, enforceable against such party in accordance with its termsterm.

Authorization. Each of the parties party to this Agreement represents and warrants that to the execution other parties that: • It has the right, power and authority to enter into and perform its obligations under this Agreement. • It has taken all requisite action (corporate, statutory or otherwise) to approve execution, delivery and performance of this Agreement Agreement, and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and deliveredconstitutes a legal, this Agreement will be the valid and binding obligation of such party upon itself in accordance with its terms.

Authorization. Each of the parties party to this Agreement hereby represents and warrants that that: the execution, delivery and performance of this Agreement are within the powers of each party and have been duly authorized by each party and its board of directors; the execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement each party have been duly authorized by all necessary corporate action by such party applicable laws and when so executed regulations; and delivered, this Agreement will be constitutes the valid and binding enforceable obligation of such each party in accordance with its terms.

Authorization. Each of the parties Party represents and warrants that the execution and delivery of this Agreement and the consummation performance of the transactions contemplated by this Agreement its obligations hereunder have been duly authorized by all necessary corporate corporate, partnership or Limited Liability Company action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with on its termspart.

Authorization. Each of the parties Party represents and warrants that it has taken all necessary action to duly authorize the execution and delivery of this Agreement and the consummation of the transactions all documents and instruments contemplated by this Agreement, and the performance by that Party of the covenants and obligations to be performed and carried out by it hereunder. The individuals executing this Agreement have been for the respective parties respectively represent and warrant that they are duly authorized by all necessary corporate action by such party to and when so executed do hereby bind the parties to the Agreement and delivered, this Agreement will be the valid each and binding obligation of such party in accordance with its termsevery provision hereof.

Authorization. Each of the parties represents that it has duly authorized the execution, delivery, and warrants that the execution and delivery performance of this Agreement and the consummation of the transactions contemplated by that this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the is a valid and binding obligation of such party in accordance with its termsobligation.

Authorization. Each of the parties hereby represents and warrants to the other that the execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action by such party action, and this Agreement, when so duly authorized, executed and delivereddelivered by the other party, this Agreement will be the a valid and binding obligation of such party in accordance with its termseach party, respectively.

Authorization. Each of the parties party hereby represents and warrants to the other that this Agreement has been duly authorized, executed and delivered by it, and that no consent or approval is required by any lender or other person or entity in connection with the execution and delivery or performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its termsAgreement.

Authorization. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.. Document Number: 337712

Authorization. Each of the parties hereby represents and ------------- warrants to the other that the execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action by such party action, and this Agreement, when so duly authorized, executed and delivereddelivered by the other party, this Agreement will be the a valid and binding obligation of such party in accordance with its termseach party, respectively.

Authorization. Each of the parties party represents and warrants that the that: its own execution ------------ and delivery of this Agreement Agreement, and the consummation of the all transactions contemplated by this Agreement hereby, have been duly authorized by all necessary requisite corporate action by such party and when so executed and delivered, shareholder action; this Agreement will be and all such other agreements and written obligations entered into and undertaken in connection with the transactions contemplated hereby constitute a valid and legally binding obligation of such party obligation, enforceable in accordance with its their respective terms.