Each Party represents and warrants to the other Party that as of the date of this Agreement: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (b) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; (c) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary organizational action of the party; (d) when executed and delivered by such party, this Agreement shall constitute the legal, valid and binding obligation of that party, enforceable against that party in accordance with its terms; and (e) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby does not and will not result in the breach of any term or provision of any contract or agreement to which the party is a party or by which it or its assets or properties are bound, and does not and will not constitute an event which with the lapse of time or action by a third party could result in any default under any of the foregoing.