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<br />10.4 Severability. In the event that any one or more of the phrases, sentences, <br />clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or <br />unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity <br />or unenforceability shall not affect any of the remaining phrases, sentences, clauses, <br />paragraphs, or sections of this Agreement that are hereby declared as severable and shall be <br />interpreted to carry out the intent of the parties hereunder unless the invalid provision is so <br />material that its invalidity deprives either party of the basic benefit of their bargain or renders <br />this Agreement meaningless. <br /> <br />10.5 Corporate Authority. The persons executing this Agreement on behalf of the <br />parties hereby warrant that (i) such party is duly organized and existing, (ii) they are duly <br />authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing <br />this Agreement, such party is formally bound to the provisions of this Agreement, and, (iv) the <br />entering into this Agreement does not violate any provision of any other agreement to which <br />said party is bound. <br /> <br />148