HPIL ET that: 7.1. Authorization This Agreement constitutes a valid and legally binding obligation of GINARES, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. 3 7.2. Consents To GINARES's knowledge, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of GINARES is required in connection with the consummation of the transactions contemplated by this Agreement. 7.3. Compliance With Other Instruments The execution, delivery and performance of this Agreement contemplated hereby will not result in a violation of, or default under, any instrument, judgment, order, writ, decree or contract known to GINARES, or an event that results in the creation of any lien, charge or encumbrance upon the Agreement. 7.4. Litigation There is no action, suit, proceeding or investigation pending or, to GINARES's knowledge, currently threatened that questions the validity of this Agreement, or the right of GINARES to enter into this Agreement. 8. Representations, Warranties, And Covenants Of HPIL ET 8.1. Authorization This Agreement constitutes a valid and legally binding obligation of HPIL ET, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. 8.2. Consents To HPIL ET's knowledge, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of HPIL ET