Corporate. Do or cause to be done all things necessary to at all times (a) other than mergers solely among the Company and any of its subsidiaries, preserve, renew and keep in full force and effect its corporate existence, patents, trademarks, rights, licenses, permits and franchises, (b) comply with this Agreement, (c) maintain and preserve all of its material property used or useful in the conduct of their respective businesses, and (d) comply with all applicable laws material to its businesses, including the reporting requirements of the Securities Exchange Act of 1934, whether now in effect or hereafter enacted, promulgated or issued.
Corporate. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Corporate. (1) The Seller is a corporation duly organized, validly existing and in good standing under and by virtue of the laws of the State of New Jersey. The Seller is qualified to do business as a foreign corporation in such other states in which the ownership of its assets or the nature and conduct of its businesses requires such qualification and which are set forth in Schedule "2(a)" previously delivered to Buyer.
Corporate. Buyer is a corporation duly organized and existing under the laws of the State of Nevada and is in good standing, and has the power and authority to own its properties and carry on its business in the manner in which such business is to be conducted.
Corporate. Each Ensec Company is a corporation duly organized, validly existing and in good standing under the Laws under which it was incorporated. Each Ensec Company is qualified to do business as a foreign corporation in any jurisdiction where it is required to be so qualified, except where the failure to so qualify would not have a Material Adverse Effect. The Charter Documents and bylaws of each Ensec Company (all of which have been delivered or made available to Sensec) have been duly adopted and are current, correct and complete. Each Ensec Company has all necessary corporate power and authority to own, lease and operate its part of the Ensec Assets and to carry on its part of the Ensec Business as it is now being conducted.
Corporate. Each Sentech Company is a corporation duly organized, validly existing and in good standing under the Laws under which it was incorporated. Each Sentech Company is qualified to do business as a foreign corporation in any jurisdiction where it is required to be so qualified, except where the failure to so qualify would not have a Material Adverse Effect. The Charter Documents and bylaws of each Sentech Company (all of which have been delivered or made available to Sensec and Ensec) have been duly adopted and are current, correct and complete. Each Sentech Company has all necessary corporate power and authority to own, lease and operate its part of the Sentech Assets and to carry on its part of the Sentech Business as it is now being conducted.
Corporate. Each Sensec Company is a corporation duly organized, validly existing and in good standing under the Laws under which it was incorporated. Each Sensec Company is qualified to do business as a foreign corporation in any jurisdiction where it is required to be so qualified, except where the failure to so qualify would not have a Material Adverse Effect. The Charter Documents and bylaws of Sensec and of each Sensec Company (which have been delivered to Ensec and Sentech) have been duly adopted and are current, correct and complete. Each Sensec Company has all necessary corporate power and authority to own, lease and operate its part of the Sensec Assets and to carry on its part of the Sensec Business as it is now being conducted.
Corporate. (a) The statements in Section (A) of the Preamble are true and correct.
Corporate. Each party represents and warrants to the other that (i) it is duly organized and validly existing and in good standing under the laws of the state of its incorporation or organization, (ii) it has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (iii) it is duly authorized to execute and deliver this Agreement and duly authorized to perform the obligations hereunder; (iv) this Agreement is a legal and valid obligation of such party, binding and enforceable in accordance with its terms, (v) the execution, delivery and performance of this Agreement does not conflict with any agreement, instrument, or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law, regulation or order of any court, governmental body or administrative or other agency having jurisdiction over it.
