CY » Topics » 3.21 Lara Networks.

This excerpt taken from the CY 8-K filed Feb 21, 2006.

3.21 Lara Networks.

 

(a) Seller has furnished to Purchaser a true, complete and correct copy of the certificate of incorporation and bylaws of Lara, as may be amended to date. Each such document is in full force and effect. Lara is not in material violation of any of the provisions of such documents.

 

(b) The authorized capital stock of Lara (“Lara Stock”) consists of 1,000 shares of common stock, par value $0.001 per share, of which 100 shares are issued and outstanding. Seller is the record and beneficial owner of all such outstanding shares of Lara Stock, free and clear of any Encumbrance (other than Permitted Encumbrances). All outstanding shares of Lara Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under applicable law, the certificate of incorporation or bylaws of Lara or any Contract to which Lara, Seller or any other Subsidiary of Seller is a party or otherwise bound. None of the outstanding shares of Lara Stock have been issued in violation of any federal or state securities laws.

 

(c) No security convertible or exchangeable into or exercisable for Lara Stock has been issued or reserved for issuance or is outstanding as of the date of this Agreement. There are no options, preemptive rights, warrants, calls, rights, stockholder agreements, voting trusts, proxies or other Contracts of any kind to which Lara, Seller or any other Subsidiary of Seller is a party, or by which any of them is bound, (x) obligating any of them to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Lara Stock or other securities convertible or exchangeable into or exercisable for Lara Stock or (y) otherwise relating to Lara Stock or other securities convertible or exchangeable into or exercisable for Lara Stock.

 

(d) Except for Intellectual Property Assets registered to Lara and Lara’s maintenance of the same and the Acquired Assets owned by Lara identified in Sections 2.1(a) through (h) and (j), Lara does not own, directly or indirectly, any assets, properties or other rights of any kind.


(e) Lara does not have, directly or indirectly, any liabilities, commitments or other obligations of any kind, whether contractual, absolute, accrued, contingent or otherwise, whether known or unknown. All Taxes that have become due and payable by Lara have been timely paid. Lara has, or Seller has on behalf of Lara, timely filed all Tax returns required to be filed by Lara. Each such Tax return has been prepared in compliance with all applicable laws and regulations, and is true, accurate and complete in all material respects as of the time of filing. Seller has delivered or made available to Purchaser true, correct and complete copies of all Tax returns that relate specifically to income Taxes of Lara.

 

3.22 Disclosure. This Agreement, together with the Schedules and any certificates furnished or to be furnished to Purchaser pursuant to this Agreement, when taken together, do not contain any untrue statement by Seller of a material fact or omit to state a material fact necessary to make the statements made in such document by Seller, in light of the circumstances under which they were made, not misleading.

 

4. Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller that, as of the date of this Agreement, each of the statements set forth in this Article 4 is true and correct in all respects, except as qualified by the disclosures made in this Agreement or as set forth in the schedules attached to this Agreement.

 

4.1 Organization and Authority. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and has full corporate power to execute and deliver or to deliver this Agreement and the Other Transaction Documents to which it is a party and to effect the transactions contemplated by this Agreement and such Other Transaction Documents, and the execution, delivery and performance of such agreements by Purchaser have been duly authorized by all necessary corporate action. Purchaser has all corporate power and authority necessary to carry on its business as now being conducted and to own or lease and operate its properties as, and in the places where, such business is now conducted and such properties are now owned, leased or operated.

 

4.2 Authorization; Binding Obligations. This Agreement and the Other Transaction Documents have been duly executed and delivered by Purchaser, and this Agreement and the Other Transaction Documents to which Purchaser is a party constitute the valid and legally binding obligations of Purchaser, enforceable against it in accordance with their terms, except to the extent that enforcement of the rights and remedies created by this Agreement and such Other Transaction Documents may be limited by bankruptcy and other similar laws of general application affecting the rights and remedies of creditors and by general equity principles.

 

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