Incredimail 2011 Annual Report Download - page 172

(s) the Company has not commenced or settled any Legal Proceeding (as defined in Exhibit A
), and no Legal Proceeding has been
commenced or threatened against the Company;
(t) the Company has not entered into any material transaction or taken any other material action outside the ordinary course of business or
inconsistent with its past practices and
(u) the Company has not agreed or committed to take any of the actions referred to in clauses “(b)” through “(t)” above.
2.6 Properties and Assets . A true and complete listing of the Company’
s properties and assets, which includes all depreciable properties and assets
which individually, or as part of a group of similar properties or assets, have a net book value of $5,000 or more (except for bank accounts, accounts receivable and
Intellectual Property described, respectively, in Part 2.7(a) , Part 2.7(b) or Part 2.9(g) of the Disclosure Schedule) is contained in Part 2.6
of the Disclosure
Schedule. The Company has good and marketable title to its property and assets, including without limitation those reflected in the Financial Statements, free and clear
of any Encumbrance of whatsoever nature over or in the relevant property other than Permitted Encumbrances. With respect to the property and assets that are leased,
the Company is in compliance with all provisions of such leases in all respects, such leases are valid, binding and enforceable against the lessor thereunder, and the
Company holds leasehold interests in such assets free and clear of all Encumbrances other than Permitted Encumbrances.
2.7 Bank Accounts; Receivables .
(a) Part 2.7(a)
of the Disclosure Schedule identifies (by institution, account number and account name) each account maintained by or for
the benefit of the Company at any bank or other financial institution (each, a “ Bank Account ”),
and sets forth the respective balance of each such Bank Account as
of the date hereof.
(b) Except as set forth in Part 2.7(b) of the Disclosure Schedule, the Company has no Accounts Receivable. Part 2.7(b)
of the Disclosure
Schedule provides an accurate and complete breakdown and aging of all Accounts Receivable, notes receivable and other receivables of the Company as of the date
hereof. All Accounts Receivable of the Company (including those accounts receivable that have not yet been collected) (i) are properly reflected on the books and
records of the Company in accordance with GAAP, (ii) represent valid obligations of customers of the Company arising from bona fide transactions entered into in the
ordinary course of business, and (iii) are current and, to the Company’
s Knowledge, will be collected in full within a reasonable period of time, not to exceed sixty
(60) days from the date of this Agreement, without any counterclaim or set off. The Company’
s reserve for contractual allowances and doubtful accounts as reflected
in the Financial Statements is adequate and has been calculated in a manner consistent with past practice.
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