Common use of REPRESENTATIONS AND WARRANTIES OF GTC Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF GTC. GTC hereby represents, warrants, covenants to and agrees with Consultant that: a. This Agreement has been duly authorized, and executed by GTC. This Agreement constitutes the valid, legal and binding obligation of GTC, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by applicable federal or state securities laws, except in each case as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditor's rights generally. b. GTC hereby agrees to use its best efforts to file, within a reasonable time of the date hereof, a Form S-8 Registration Statement with the Securities and Exchange Commission for the registration of the Shares, the effect of which will allow Consultant to freely trade the shares. The filing of such registration statement shall be subject to approval by GTC's legal counsel and independent auditors, if necessary.