Each Party represents that it is duly organized and validly existing in good standing under the laws of the jurisdiction of its organization, duly qualified to do business in each jurisdiction which is relevant under this Agreement and has full power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by each Party to this Agreement has been duly authorized by all necessary action on the part of that Party, and are not inconsistent with its governing documents. Each Party further represents and warrants that its business is being operated in compliance with all applicable laws and regulations. Each Party warrants and represents that it has had a full opportunity to consult with legal counsel prior to executing this Agreement, has read and understands all of the provisions hereof and executed below as a free and voluntary act, and warrants that it is not under any legal or contractual obligation that would conflict with any of the undertakings set forth herein and that execution of this Agreement does not violate any agreement to which it is now a party. There have been no verbal representations or oral promises made by either Party to induce them to enter this Agreement.