SECTION 2.3
ESCROW.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN,
SELLERS, PURCHASER, THE COMPANY AND CHARLES B. PEARLMAN, ESQ., PEARLMAN &
PEARLMAN LLC, COUNSEL TO QUINTAIROS, PRIETO, WOOD & BOYER, P.A., ONE EAST
BROWARD BOULEVARD, SUITE 1400, FORT LAUDERDALE, FL 33301. PHONE: 954-523-7008
X6021; FAX: 954-523-7009.
EMAIL: CPEARLMAN@GPWBLAW.COM AND JAMES B. PARSONS,
ESQ., PARSONS / BURNETT / BJORDHAL /HUME, LLP (THE "ESCROW AGENTS") UPON
EXECUTION AND DELIVERY, SHALL ENTER INTO THAT CERTAIN ESCROW AGREEMENT,
SUBSTANTIALLY IN THE FORM OF EXHIBITS B AND C ATTACHED HERETO, PROVIDING THAT
THE FUNDS BE HELD BY PEARLMAN AND PEARLMAN AND THE SHARES AND SUPPORTING
DOCUMENTS BE HELD BY JAMES B. PARSONS, ESQ., PARSONS / BURNETT / BJORDHAL /
HUME, LLP 1850 SKYLINE TOWER, 10900 NE 4TH STREET, BELLEVUE, WA 98004. T:
425-451-8036 F: 425-451-8568, EMAIL: JPARSONS@PBLAW.BIZ EACH BEING RELEASED AS
DESCRIBED ACCORDING TO THIS AGREEMENT AS DETAILED IN THE ESCROW AGREEMENTS (THE
"ESCROW AGREEMENTS").
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY
Except as set forth under the corresponding section of the disclosure schedules
(the "Disclosure Schedules") attached hereto as Exhibit A, Sellers and the
Company jointly and severally represent and warrant to the Purchaser that:
SECTION 3.1
EXISTENCE AND POWER. CLSR IS A CORPORATION DULY
INCORPORATED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE
OF NEVADA AND HAS ALL CORPORATE POWERS AND ALL GOVERNMENTAL LICENSES,
AUTHORIZATIONS, PERMITS, CONSENTS AND APPROVALS REQUIRED TO CARRY ON ITS
BUSINESS AS NOW CONDUCTED. CLSR HAS HERETOFORE DELIVERED TO THE PURCHASER TRUE
AND COMPLETE COPIES OF THE ARTICLES OF INCORPORATION, AS AMENDED, AND BY-LAWS,
EACH AS CURRENTLY IN EFFECT.
SECTION 3.2
AUTHORIZATION; NO AGREEMENTS. THE EXECUTION, DELIVERY
AND PERFORMANCE BY SELLERS OF THIS AGREEMENT, THE PERFORMANCE OF ITS OBLIGATIONS
HEREUNDER, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED ARE WITHIN THE
SELLERS'S POWERS. THIS AGREEMENT HAS BEEN DULY AND VALIDLY EXECUTED AND
DELIVERED BY THE SELLERS AND IS A LEGAL, VALID AND BINDING OBLIGATION OF THE
SELLERS, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS. THE EXECUTION,
DELIVERY AND PERFORMANCE BY THE SELLERS OF THIS AGREEMENT DOES NOT VIOLATE ANY
CONTRACTUAL RESTRICTION CONTAINED IN ANY AGREEMENT WHICH BINDS OR AFFECTS OR
PURPORTS TO BIND OR AFFECT THE SELLERS. THE SELLERS ARE NOT A PARTY TO ANY
AGREEMENT, WRITTEN OR ORAL, CREATING RIGHTS IN RESPECT OF ANY OF SUCH SHARES IN
ANY THIRD PARTY OR RELATING TO THE VOTING OF THE SHARES. SELLERS ARE THE LAWFUL
OWNER OF THE SHARES, FREE AND CLEAR OF ALL SECURITY INTERESTS, LIENS,
ENCUMBRANCES, EQUITIES AND OTHER CHARGES, SELLERS REPRESENTS THAT, FOLLOWING
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED, THEY SHALL NOT OWN SHARES OF
COMMON STOCK. SELLERS FURTHER REPRESENTS THAT THEY DO NOT BENEFICIALLY OWN ANY
OPTIONS, WARRANTS OR OTHER RIGHTS TO PURCHASE SHARES OF COMMON STOCK. THERE ARE
NO OUTSTANDING OR AUTHORIZED OPTIONS, WARRANTS, RIGHTS, CALLS, COMMITMENTS,
CONVERSION RIGHTS, RIGHTS OF EXCHANGE OR OTHER AGREEMENTS OF ANY CHARACTER,
CONTINGENT OR OTHERWISE, PROVIDING FOR THE PURCHASE, ISSUANCE OR SALE OF ANY OF
THE SHARES, OR ANY ARRANGEMENTS