Each Party hereby warrants, represents and covenants that it is a duly organized and existing company under the respective laws of its jurisdiction of incorporation and has the full rights, power and authority pursuant to its corporate charter, articles of incorporation and /or by-laws to enter into and perform all obligations under this Agreement. Each Party further warrants, represents and covenants that in exercising any and/or all rights and in performing any and/or all obligations under this Agreement, each Party and/or its Representatives will act in full accordance with its respective corporate charter, articles of incorporation and/or by-laws.