8x8 2010 Annual Report Download - page 83

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5.17. Insurance. Schedule 5.17 contains a complete and correct list of all policies of insurance of any kind
or nature covering the business or assets of Central Host, including, without limitation, policies of life,
fire, theft, professional services, employee fidelity, directors’ and officers’ and other casualty and
liability insurance, and such policies are in full force and effect.
5.18 . Board Approval. The Board of Directors of Central Host has duly approved this Agreement.
5.19. Information. All written information provided to 8x8, or its agents, by or on behalf of Central Host
and/or the Stockholder or any of its representatives (including, without limitation, each representation
and warranty of Central Host set forth in this Agreement) is, and Central Host and Stockholder
covenants that any such information provided hereafter shall be, true and correct in all material
respects and does not, or shall not, omit any material statements therein, in light of the circumstances
under which they were made, not misleading; provided, however, that no representation or warranty is
made by Central Host as to any financial forecasts or projections previously furnished to 8x8 by
Central Host, except that such financial forecast or projection has been prepared in good faith based on
assumptions that are believed by Central Host to have been reasonable at the time or times made.
6. Representations and Warranties of 8x8. 8x8 represents, warrants, covenants, and agrees with Central Host as
follows:
6.1. Organization and Standing; Articles and By-Laws. 8x8 is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. 8x8 has all requisite power and
authority and all requisite licenses, permits and franchises necessary to own, lease and operate its
properties and assets and to carry on its business in the manner and in the locations as presently
conducted.
6.2. Authorization. 8x8 has the requisite corporate power and authority to enter into and carry out the terms
and conditions of this Agreement and all the transactions contemplated hereunder.
6.3. Enforceability. This Agreement has been fully executed and delivered by 8x8 and constitutes the legal,
valid and binding obligation of 8x8, enforceable against it in accordance with its respective terms.
6.4. Authorization of 8x8 Common Stock. The issuance of the Acquisition Shares at the Closing will have
been duly authorized by all necessary corporate action prior to the Closing Date and, when issued as
contemplated by this Agreement, all such shares of will be validly issued and fully paid, subject to the
terms of Section 3 of the Agreement.
6.5. SEC Reports. 8x8 heretofore has made available to Central Host and Stockholder its proxy statements
with respect to its 2007, 2008 and 2009 annual meetings of stockholders, Annual Reports on Form 10-
K for the years 2007, 2008 and 2009, all Current Reports, if any, on Form 8-K and its Quarterly
Reports on Form 10-Q for its fiscal quarters up to, and including the quarter ending December 31,
2009.
6.6. No Brokers. All negotiations relative to this Agreement and the transactions contemplated hereby have
been carried on without the intervention of any Person as the result of any act of 8x8 or any of its
Subsidiaries in such manner as to give rise to any claim against any of the parties hereto for a
brokerage commission finder's fee, financial advisor's fee or investment banking fee or other like
payment.
6.7. Board Approval. The Board of Directors of 8x8 has duly approved this Agreement.
7. Conditions to Closing. The respective obligations of each party to effect the transactions shall be subject to the
fulfillment at or prior to the Effective Date of the following conditions:
7.1. No Legal Action. No preliminary or permanent injunction or other order, decree or ruling issued by
any court of competent jurisdiction, or by any governmental, administrative or regulatory agency or
commission, in the United States preventing the consummation of the sale of assets shall be in effect.