Common use of Representations, Warranties and Covenants of the Companies Clause in Contracts

Representations, Warranties and Covenants of the Companies. Each Company and/or Fund, as applicable, represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees/directors of the Company and, when executed and delivered by the Company, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles (whether enforcement is sought by proceedings in equity or at law); (c) each Fund shall perform any obligations identified in this Agreement as obligations of the Company; (d) it is not a party to any, and there are no, pending or, to the Company’s knowledge, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it or its properties or assets which would reasonably be expected to, individually or in the aggregate, have a material adverse effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or regulatory restriction imposed upon it or any of its properties or assets that would prohibit its ability to perform its obligations hereunder, in each case as of the date of this Agreement; (e) it is registered with the SEC as an investment company under the 1940 Act, and each applicable Fund is a separate series of the Company and has obtained all registrations required under applicable law to make a public offering of the Shares; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism and other criminal activities including without limitation the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, (collectively, the “USA PATRIOT Act”) and the applicable rules and regulations adopted by the, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; and (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures.

Representations, Warranties and Covenants of the Companies. (a) Each Company and/or Fund, as applicable, represents, of the Companies hereby jointly and severally represents and warrants to Teitelbaum and covenants Alarmax that: (ai) it is duly organized, validly existing and in good standing under the laws Each of the state of its formation, and has all Coxxxxxxx xxs the requisite power under the laws of such state and applicable federal law authority and legal capacity to conduct its business as now being conducted enter into this Agreement and to perform carry out its obligations as thereunder and to consummate the transactions contemplated by hereby. All necessary corporate proceedings of the Companies have been duly taken to authorize the execution, delivery and performance of this Agreement; (b) this , including, without limitation, the approval by the Board of Directors of GVIS. This Agreement has been duly authorized by the board of trustees/directors of the Company and, when and validly executed and delivered by each of the Company, will constitute a Companies and constitutes the legal, valid and binding obligation agreement of each of the CompanyCompanies, enforceable against the Company each of them in accordance with its terms except terms. Except for the required amendment to the lock-up provision of the Registration Rights Agreement permitting Teitelbaum's sale of the Teitelbaum Shares to GVIS as such enforceability may be limited provided herxxx, xx xxxxent of any paxxx xx xxx contract, agreement, instrument, or understanding to which any of the Companies is a party, or by bankruptcywhich any of their properties or assets is bound, insolvencyis required for the execution, fraudulent transfer, reorganization, moratorium and other laws relating to delivery or affecting creditors’ rights performance by the Companies of this Agreement and to general equity principles consummate the transactions contemplated hereby. (whether enforcement ii) None of the execution and delivery by either of the Companies of this Agreement, the performance of its obligations hereunder or the consummation of the transactions contemplated hereby will (1) conflict with the Certificate of Incorporation or Bylaws of the Companies, (2) violate, result in the breach of or conflict with any law, rule, regulation order, judgment or decree binding on the Companies or which any of their operations, business, properties or assets is sought subject or (3) with or without notice, the passage of time or both, constitute a breach or violation of, be in conflict with or constitute or create a default under any material agreement to which either of the Companies is a party or by proceedings which either of them or any of their respective properties are bound. (b) GVIS represents and warrants to Teitelbaum that the Settlement Shares have been duly authorized by XXXX xxx, when issued and delivered in equity or at law);accordance with the terms of this Agreement, will be validly issued and delivered and fully paid and nonassessable shares of Common Stock. (c) each Fund shall perform any obligations identified GVIS has filed all forms, reports, statements and other documents required by law to be filed with the SEC including, without limitation, (1) all Annual Reports on Form 10-KSB, (2) all Quarterly Reports on Form 10-QSB, (3) all Reports on Form 8-K, (4) all other reports or registration statements and (5) all amendments and supplements to all such reports and registration statements (collectively referred to as the "REPORTS"). The Reports (i) were prepared in this Agreement all material respects in accordance with the requirements of applicable law (including the Securities Act of 1933, as obligations amended (the "SECURITIES ACT"), and the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Reports) and (ii) to the Company;'s knowledge, did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, since the last quarterly report of GVIS on Form 10-QSB filed with the SEC on August 23, 2004, there have been no material events that require disclosure under the Exchange Act that have not been disclosed. (d) it is not a party to any, GVIS has provided Teitelbaum with copies of all comment letters from the SEC with rexxxxx xx xhe Registration Statement on Form SB-2 (File No. 333-117064) (the "REGISTRATION STATEMENT") and there are no, pending or, advised Teitelbaum as to the Company’s knowledge, threatened legal, administrative, arbitral status of the Registration Statement and GVIS xxxxx xxxtinue to keep Teitelbaum advised of such matters. Teitelbaum acknowledges that sxxx xxxxxxation may be material non-xxxxxx xxxormation. Teitelbaum confirms to GVIS that he is aware that the United Statex xxxxxxxxes laws restrict persons with material non-public information about a company obtained directly or other proceedings, claims, actions indirectly from that company or governmental from a person or regulatory investigations entity having a fiduciary relationship or inquiries contractual non-disclosure arrangement or agreement with that company from purchasing or selling securities (collectively, “Actions”or any interests therein) of any nature against it or its properties or assets which would reasonably be expected to, individually or in the aggregate, have a material adverse effect upon its business or financial condition, and there is no injunction, order, judgment, decreesuch company, or regulatory restriction imposed upon it from communicating such information to any other person under circumstances in which he is reasonably foreseeable that such person is likely to purchase or sell such securities (or any interests therein). Teitelbaum hereby confirms that he is aware of its properties responsibilitiex xxxxx xxch securities laws. (e) GVIS covenants and agrees that there will be no selling stockholders with respect to the Unterberg Private Placement or assets any other Private Placement and that would prohibit its ability except for the purchase of the Teitelbaum Initial Shares none of the proceeds of the Unterberg Prxxxxx Xxxxement or any other Private Placement will be used to perform its obligations hereunder, repurchase any outstanding GVIS securities except that such proceeds may be used to repay securities issued in each case a bridge financing consummated in anticipation of a Private Placement. (f) GVIS represents and warrants that as of the date of this Agreement; (e) hereof it is registered has provided Teitelbaum with the SEC as an investment company under the 1940 Acttrue, complete and each applicable Fund is a separate series correct copies of the Company engagemenx xxxxxx xnd term sheet (each dated August 5, 2004) with respect to the Unterberg Private Placement, and, except as may be amended by this Agreement and has obtained all registrations required under applicable law with respect to make a public offering the lock-up provisions, such documents have not as of the Shares; date hereof been amended, modified, supplemented or superseded (f) it is orally or in writing). GVIS further represents and will continue to be in compliance with all applicable laws and regulations aimed at warrants that as of the prevention and detection of money laundering and/or the financing of terrorism and other criminal activities including without limitation the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, (collectively, the “USA PATRIOT Act”) and the applicable rules and regulations adopted by the, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; and (g) date hereof it has an anti-money laundering program (“AML Program”)not been notified by C.E. Unterberg, Towbin LLC, either orally or in writing, that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping proceduresXxxxxxxxx Xxxxate Placement shall not proceed.