Each Party represents and warrants to the other that (i) the execution, delivery and performance of this Agreement by such Party have been authorized and approved and no other corporate action on the part of such Party is necessary, (ii) no Contract with any other Person exists or will exist which would interfere with its obligations hereunder, and (iii) this Agreement is a valid and binding obligation of it and enforceable against it in accordance with the terms of this Agreement. Each Party’s warranty in clause (ii) of this Section   11.1 is subject to receipt of all Required Consents.