Assignor and Assignee each represent and warrant to the other party: (a) the execution, delivery and performance of this Assignment have been duly approved by such party and no further action is required on the part of such party to execute, deliver and perform this Assignment; (b) the person(s) executing this Assignment on behalf of such party have all requisite authority to execute and deliver this Assignment; and (c) this Assignment, as executed and delivered by such person(s), is valid, legal and binding on such party, and is enforceable against such party in accordance with its terms.