Representations and Warranties of the Borrower and the Corporate Guarantors. The Borrower and the Corporate Guarantors each hereby makes the following representations and warranties to the Lender:
Representations and Warranties of the Borrower and the Corporate Guarantors. The Borrower and the Corporate Guarantors each hereby makes the following representations and warranties to the Lender: The execution and delivery by the Borrower and the Corporate Guarantors of this Agreement, the Second Replacement Note, and all other documents executed and delivered in connection herewith and therewith, and the performance by Xxxxxxxx and the Corporate Guarantors of all of their Obligations hereunder and thereunder, have been duly and validly authorized and approved by the Borrower and the Corporate Guarantors and their respective board of directors pursuant to all applicable laws and no other corporate action or consent on the part of the Borrower or the Corporate Guarantors, or their respective board of directors, stockholders, or any other Person is necessary or required by the Borrower or the Corporate Guarantors to execute this Agreement, the Second Replacement Note, and the documents executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein or therein, or perform all of the Borrower’s and the Corporate Guarantors’ obligations hereunder or thereunder. This Agreement, and each of the documents executed and delivered in connection herewith have been duly and validly executed by the Borrower and the Corporate Guarantors (and the officers executing this Agreement and all such other documents for each of the Borrower and the Corporate Guarantors are duly authorized to act and execute same on behalf of Borrower and the Corporate Guarantors) and constitute the valid and legally binding agreements of each of the Borrower and the Corporate Guarantors, enforceable against each of the Borrower and the Corporate Guarantors in accordance with their respective terms.
