Incredimail 2011 Annual Report Download - page 169

(e) The Signing Spreadsheet accurately sets forth as of the date hereof, and the Closing Spreadsheet will accurately set forth as of the Closing,
the name of each Person that is the registered owner of any Shares and/or Company Stock Options and the number and kind of such Shares so owned, or subject to
Company Stock Options so owned, by such Person. The number of such Shares set forth as being so owned, or subject to Company Stock Options so owned, by such
Person will constitute the entire interest of such person in the issued and outstanding share capital, voting securities or other securities of the Company. As of the date
hereof, no other Person not disclosed in the Signing Spreadsheet, and as of the Closing, no other Person not disclosed in the Closing Spreadsheet, will have a right to
acquire any shares of Shares or Company Stock Options from the Company.
2.4 Financial Statements .
(a)
The Company has delivered to Purchaser complete and correct copies of the audited financial statements of the Company for each of the
fiscal years ended on December 31, 2008, December 31, 2009 and December 31, 2010 (collectively, the “ Annual Financial Statements ”)
and the related audited
statements of operations, statements of shareholders’
equity and statements of cash flows of the Company for the year then ended, together with the notes thereto, and
the reviewed balance sheet of the Company as of June 30, 2011 and the related reviewed statements of operations, statements of shareholders’
equity and statements of
cash flows of the Company for the period then ended, together with the notes thereto (the “ Interim Financial Statements ,”
and together with the Company Annual
Financial Statements, the “ Financial Statements ”).
(b) Attached hereto as Exhibit H
are complete and correct copies of the Financial Statements, consistent with the books and records of the
Company. The Financial Statements present fairly in all material respects the financial position of the Company as of the respective dates thereof and the results of
operations, changes in shareholders' equity and cash flows of the Company for the periods covered thereby. The Financial Statements have been prepared in
accordance with GAAP consistently applied throughout the periods covered and comply with the requirements of all applicable law and regulations, except as may be
indicated in the notes to such financial statements, and except that unaudited financial statements may not contain footnotes and are subject to year-
end audit
adjustments.
(c)
All proper and necessary books of account, minute books, registers and records have been maintained by the Company, are in its
possession and contain accurate information in all material respects relating to all transactions to which the Company has been a party.
(d) A complete list of the Company’s borrowings and loan facilities as of the date hereof, is set forth in Part 2.4(d)
of the Disclosure
Schedule. Except (i) as set forth on or reserved against in the Financial Statements (including the notes thereto), (ii) for obligations and liabilities incurred since the
date of the Financial Statements in the ordinary course of business consistent with past practice and in accordance with the provisions of this Agreement, (iii) for
obligations under contracts or agreements, and (iv) for obligations or liabilities set forth in Part 2.4(b)
of the Disclosure Schedule, the Company has no material
liabilities (regardless whether such liabilities would need to be reflected on the Financial Statements in accordance with GAAP), contingent or otherwise, relating to or
affecting the Company or any of its assets or properties.
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