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12. Authority. Each Party represents that this Tolling Agreement has been duly and <br /> validly authorized, executed and delivered by such Party and no other action is requisite to the <br /> valid and binding execution, delivery and performance of this Tolling Agreement by such Party. <br /> 13. Counterparts. This Tolling Agreement may be executed in counterparts and <br /> delivered via facsimile or other means of electronic image transmission, all of which <br /> counterparts,together, shall constitute one and the same instrument,be deemed an original for all <br /> purposes and be binding on the Parties as if all signatures were affixed to a single document. <br /> IN WITNESS WHEREOF,the Parties have caused this Tolling Agreement to be <br /> executed by their proper Officers on the dates listed below. <br /> • <br />