Common use of WARRANTIES AND REPRESENTATIONS OF BORROWER Clause in Contracts

WARRANTIES AND REPRESENTATIONS OF BORROWER. Borrower hereby makes the following representations and warranties to Lender: 8.01 Borrower is a Delaware corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The Board of Directors of Borrower has taken all action required by law, Borrower's corporate charter, its By- Laws, or otherwise, to be taken by it to authorize the execution and delivery of this Agreement, the issuance of the Note and the shares which are the subject of this Agreement, and the consummation of the transactions contemplated hereby. 8.02 The Incentive Share and the Interest Shares, if any, delivered hereunder shall be validly issued and outstanding and fully paid and non-assessable.