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(a) each party has the full power and authority to execute, deliver and perform <br /> this Settlement Agreement and has been duly authorized to do so; <br /> (b) each party has not sold, assigned or otherwise transferred any interest in <br /> the claims, demands, actions, causes of action or rights that are the subject of this Settlement <br /> Agreement to any person or entity which is not a party to this Settlement Agreement; <br /> (c) each party has read this Settlement Agreement and fully understands its <br /> contents; <br /> (d) each party is executing this Settlement Agreement and any other <br /> documents contemplated herein wholly upon its own volition, individual judgment, belief and <br /> knowledge upon the advice of counsel and this Settlement Agreement is made without reliance <br /> upon any statement or representation of any other party except those representations and <br /> warranties expressed in this Settlement Agreement or in separate written documents executed by <br /> and between the parties with or after the execution of this Settlement Agreement; <br /> (e) each party to this Settlement Agreement is validly organized and existing <br /> under the laws of the place of its incorporation or organization and is duly authorized to enter <br /> into the legal commitments contained in this Settlement Agreement; and <br /> (f) the signature and execution of this Settlement Agreement is made and <br /> undertaken by an individual who is authorized to execute the Settlement Agreement and the_ <br /> separate written documents executed by and between the parties with or after the execution of <br /> this Settlement Agreement and to consummate the transactions contemplated hereby. <br /> 22. This Settlement Agreement shall be binding upon and inure to the benefit of the <br /> Parties . and their members, partners, shareholders, officers, directors, managers, agents, <br /> employees, attorneys, successors, assigns and transferees. <br /> 11 ' <br />