Common use of REPRESENTATIONS AND WARRANTIES OF GLOBAL Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF GLOBAL. Global covenants, represents and warrants to Modular that: a. It is on the date of this Agreement, and will be on the Effective Date, (a) a corporation duly organized and existing and in good standing under the laws of the jurisdiction of the State of Nevada, (b) duly authorized under its articles, and under applicable laws, to engage in the business carried on by it, and (c) it is fully qualified to do business in the State of California; b. Its Board of Directors and its shareholders have authorized and approved the execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement, and is a legal, valid, and binding obligation of the company, and is enforceable in accordance with its terms and conditions. c. It has complied with, and is not in violation of any applicable Federal, State, or local statutes, laws, and regulations affecting its properties or the operation of its business. d. The execution and delivery of this Agreement and its performance in the time and manner contemplated will not cause, constitute, or conflict with, or result in any of the following: (1) a breach or violation of any provisions of or constitute a default under any license, indenture, mortgage instrument, article of incorporation, bylaw, other agreement or instrument to which the company is a party, or by which it may be bound, nor will any consents or authorizations of any party other than those required or (2) any event that would permit any party to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of the company. e. It will use its best efforts to collect the accounts receivable owned by it and will follow its past practices in connection with the extension of any credit prior to the Effective Date; f. All fixed assets owned by it and employed in its business are of the type, kind and condition appropriate for its business and will be operated in the ordinary course of business until the Effective Date; g. It has not been represented by any broker in connection with the transaction contemplated, except as it has advised Global in writing; h. It is a fully reporting company under the Securities Exchange Act of 1934, and is current in all its reporting requirements; i. Its common stock is listed and trading on the Over the Counted Bulletin Board (under the trading symbol "GFDO") and no restrictions have been imposed on the trading of these shares by the National Association of Securities Dealers, Inc. or any other regulatory body; and j. Global represents that there are no outstanding options, warrants or other instruments currently in existence that would entitle anyone to acquire new shares of Global. In the event any such instruments are found, the shareholders that were diluted by such instruments will receive additional shares to offset such entitlements. The purpose of this provision is to assure that after the Modular and Lutrex acquisitions are completed, the shareholders of both the subsidiaries will maintain the percentages contemplated by the acquisitions of both subsidiaries, Twenty-Seven percent and Fifty-Nine percent, respectively.

REPRESENTATIONS AND WARRANTIES OF GLOBAL. Global covenants, represents and warrants to Modular MMI that: a. It is on the date of this Agreement, and will be on the Effective Date, (a) a corporation duly organized and existing and in good standing under the laws of the jurisdiction of the State of Nevada, (b) duly authorized under its articles, and under applicable laws, to engage in the business carried on by it, and (c) it is fully qualified to do business in the State of California; b. Its Board of Directors and its shareholders have authorized and approved the execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement, and is a legal, valid, and binding obligation of the company, and is enforceable in accordance with its terms and conditions. c. It has complied with, and is not in violation of any applicable Federal, State, or local statutes, laws, and regulations affecting its properties or the operation of its business. d. The execution and delivery of this Agreement and its performance in the time and manner contemplated will not cause, constitute, or conflict with, or result in any of the following: (1) a breach or violation of any provisions of or constitute a default under any license, indenture, mortgage instrument, article of incorporation, bylaw, other agreement or instrument to which the company is a party, or by which it may be bound, nor will any consents or authorizations of any party other than those required or (2) any event that would permit any party to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of the company. e. It will use its best efforts to collect the accounts receivable owned by it and will follow its past practices in connection with the extension of any credit prior to the Effective Date;; and f. All fixed assets owned by it and employed in its business are of the type, kind and condition appropriate for its business and will be operated in the ordinary course of business until the Effective Date; g. It has not been represented by any broker in connection with the transaction contemplated, except as it has advised Global in writing; h. It is a fully reporting company under the Securities Exchange Act of 1934, and is current in all its reporting requirements; i. Its common stock is listed and trading on the Over the Counted Bulletin Board (under the trading symbol "GFDO") and no restrictions have been imposed on the trading of these shares by the National Association of Securities Dealers, Inc. or any other regulatory body; and j. Global represents that there are no outstanding options, warrants or other instruments currently in existence that would entitle anyone to acquire new shares of Global. In the event any such instruments are found, the shareholders that were diluted by such instruments will receive additional shares to offset such entitlements. The purpose of this provision is to assure that after the Modular and Lutrex acquisitions are completed, the shareholders of both the subsidiaries will maintain the percentages contemplated by the acquisitions of both subsidiaries, Twenty-Seven percent and Fifty-Nine percent, respectively.

REPRESENTATIONS AND WARRANTIES OF GLOBAL. Global covenants, represents and warrants to Modular MBS that: a. It is on the date of this Agreement, and will be on the Effective Date, (a) a corporation duly organized and existing and in good standing under the laws of the jurisdiction of the State of Nevada, (b) duly authorized under its articles, and under applicable laws, to engage in the business carried on by it, and (c) it is fully qualified to do business in the State of California; b. Its Board of Directors and its shareholders have authorized and approved the execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement, and is a legal, valid, and binding obligation of the company, and is enforceable in accordance with its terms and conditions. c. It has complied with, and is not in violation of any applicable Federal, State, or local statutes, laws, and regulations affecting its properties or the operation of its business. d. The execution and delivery of this Agreement and its performance in the time and manner contemplated will not cause, constitute, or conflict with, or result in any of the following: (1) a breach or violation of any provisions of or constitute a default under any license, indenture, mortgage instrument, article of incorporation, bylaw, other agreement or instrument to which the company is a party, or by which it may be bound, nor will any consents or authorizations of any party other than those required or (2) any event that would permit any party to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of the company. e. It will use its best efforts to collect the accounts receivable owned by it and will follow its past practices in connection with the extension of any credit prior to the Effective Date;; and f. All fixed assets owned by it and employed in its business are of the type, kind and condition appropriate for its business and will be operated in the ordinary course of business until the Effective Date; g. It has not been represented by any broker in connection with the transaction contemplated, except as it has advised Global in writing; h. It is a fully reporting company under the Securities Exchange Act of 1934, and is current in all its reporting requirements; i. Its common stock is listed and trading on the Over the Counted Bulletin Board (under the trading symbol "GFDO") and no restrictions have been imposed on the trading of these shares by the National Association of Securities Dealers, Inc. or any other regulatory body; and j. Global represents that there are no outstanding options, warrants or other instruments currently in existence that would entitle anyone to acquire new shares of Global. In the event any such instruments are found, the shareholders that were diluted by such instruments will receive additional shares to offset such entitlements. The purpose of this provision is to assure that after the Modular and Lutrex acquisitions are completed, the shareholders of both the subsidiaries will maintain the percentages contemplated by the acquisitions of both subsidiaries, Twenty-Seven percent and Fifty-Nine percent, respectively.

REPRESENTATIONS AND WARRANTIES OF GLOBAL. Global covenants, represents and warrants to Modular Lutrex that: a. It is on the date of this Agreement, and will be on the Effective Date, (a) a corporation duly organized and existing and in good standing under the laws of the jurisdiction of the State of Nevada, (b) duly authorized under its articles, and under applicable laws, to engage in the business carried on by it, and (c) it is fully qualified to do business in the State of California; b. Its Board of Directors and its shareholders have authorized and approved the execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement, and is a legal, valid, and binding obligation of the company, and is enforceable in accordance with its terms and conditions. c. It has complied with, and is not in violation of any applicable Federal, State, or local statutes, laws, and regulations affecting its properties or the operation of its business. d. The execution and delivery of this Agreement and its performance in the time and manner contemplated will not cause, constitute, or conflict with, or result in any of the following: (1) a breach or violation of any provisions of or constitute a default under any license, indenture, mortgage instrument, article of incorporation, bylaw, other agreement or instrument to which the company is a party, or by which it may be bound, nor will any consents or authorizations of any party other than those required or (2) any event that would permit any party to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of the company. e. It will use its best efforts to collect the accounts receivable owned by it and will follow its past practices in connection with the extension of any credit prior to the Effective Date; f. All fixed assets owned by it and employed in its business are of the type, kind and condition appropriate for its business and will be operated in the ordinary course of business until the Effective Date; g. It has not been represented by any broker in connection with the transaction contemplated, except as it has advised Global in writing; h. It is a fully reporting company under the Securities Exchange Act of 1934, and is current in all its reporting requirements; i. Its common stock is listed and trading on the Over the Counted Bulletin Board (under the trading symbol "GFDO") and no restrictions have been imposed on the trading of these shares by the National Association of Securities Dealers, Inc. or any other regulatory body; and j. Global represents that there are no outstanding options, warrants or other instruments currently in existence that would entitle anyone to acquire new shares of Global. In the event any such instruments are found, the shareholders that were diluted by such instruments will receive additional shares to offset such entitlements. The purpose of this provision is to assure that after the Modular and Lutrex acquisitions are completed, the shareholders of both the subsidiaries will maintain the percentages contemplated by the acquisitions of both subsidiaries, Twenty-Seven percent and Fifty-Nine percent, respectively.