Common use of WARRANTIES OF THE CONSTITUENT CORPORATIONS Clause in Contracts

WARRANTIES OF THE CONSTITUENT CORPORATIONS. 1. Representations and Warranties of Modular. Modular covenants, represents and warrants to Global 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 Maryland, (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 stockholders have authorized and approved the execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. 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; and h. Modular, in addition to other action which is has covenanted, represented, and warranted to Global that it shall take, shall also: (1) Use its best efforts to preserve its business organization intact, to keep available to Global the present employees of Modular, and to preserve for Global the relationships of Modular with suppliers and customers and others having business relations with Modular; and

WARRANTIES OF THE CONSTITUENT CORPORATIONS. 1. Representations and Warranties of ModularMBS. Modular MBS covenants, represents and warrants to Global 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 MarylandNevada, (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 stockholders have authorized and approved the execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. 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; and h. Modular, in addition to other action which is has covenanted, represented, and warranted to Global that it shall take, shall also: (1) Use its best efforts to preserve its business organization intact, to keep available to Global the present employees of Modular, and to preserve for Global the relationships of Modular with suppliers and customers and others having business relations with Modular; and.

WARRANTIES OF THE CONSTITUENT CORPORATIONS. 1. Representations and Warranties of ModularMMI. Modular MMI covenants, represents and warrants to Global 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 MarylandCalifornia, (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 stockholders have authorized and approved the execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. 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; and h. Modular, in addition to other action which is has covenanted, represented, and warranted to Global that it shall take, shall also: (1) Use its best efforts to preserve its business organization intact, to keep available to Global the present employees of Modular, and to preserve for Global the relationships of Modular with suppliers and customers and others having business relations with Modular; and.