REPRESENTATIONS AND WARRANTIES OF SLOPI. (a) SLOPI has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of SLOPI, and no other corporate proceedings on the part of SLOPI are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SLOPI, and assuming this Agreement constitutes a valid and binding agreement of TMRC, this Agreement constitutes a valid and binding agreement of SLOPI, enforceable against SLOPI in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies).
REPRESENTATIONS AND WARRANTIES OF SLOPI. SLOPI represents and warrants to TMRC and Purchaser as follows:
