Incredimail 2011 Annual Report Download - page 183

(k) No power of attorney has been granted by or with respect to the Company or any Subsidiary with respect to any matter relating to Taxes
other than a power of attorney that has fully lapsed.
(l) All transactions that could give rise to an understatement of the U.S. federal income tax liability of the Company or any Subsidiary within
the meaning of Section 6662(d) of the Code are adequately disclosed on Tax Returns in accordance with Section 6662(d)(2)(B) of the Code if there is or was no
substantial authority for the treatment giving rise to such understatement.
(m) Neither the Company nor any Subsidiary has any liability with respect to Taxes relating to the operation of the Company and/or any
Subsidiary prior to December 31, 2010 in excess of the amounts accrued in accordance with GAAP with respect thereto as reflected in the Annual Financial
Statements, and since the date of the Annual Financial Statements, neither the Company nor any Subsidiary has incurred any liability for Taxes, except with respect to
operations in the ordinary course of business after such date.
(n) All related party transactions involving the Company or any Subsidiary is at arm's length in compliance with Section 482 of the Code and
the Treasury Regulations promulgated thereunder and any similar provision of non-
U.S., state and local law. Each of the Company and the Subsidiaries has
maintained in all respects all necessary documentation in connection with such related party transactions in accordance with Sections 482 and 6662 of the Code and
the Treasury Regulations promulgated thereunder and any similar provision of non-U.S., state and local law.
(o) Neither the Company nor any Subsidiary has been a member of any affiliated group within the meaning of Section 1504(a) of the Code, or
any similar affiliated or consolidated group for Tax purposes under state, local or non-
U.S. law (other than a group the common parent of which is the Company), or
has any liability for Taxes of any Person (other than the Company and each Subsidiary) under Treasury Regulation Section 1.1502-
6 or any similar provision of state,
local or non-U.S. law as a transferee or successor, by contract or otherwise.
(p) During the five (5) year period ending on the date of this Agreement, neither the Company nor any Subsidiary has been either a
"distributing corporation" or a "controlled corporation" within the meaning of Section 355 of the Code.
(q) Neither the Company nor any Subsidiary has engaged in any reportable transactions that were required to be disclosed pursuant to Section
6011 of the Code and the Treasury Regulations promulgated thereunder.
(r) The Company and its Subsidiaries have at all times been residents for Tax purposes of their respective countries of incorporation. No claim
has been made in writing by any Governmental Body in any jurisdiction where the Company or any Subsidiary does not file Tax Returns that it is or may be subject to
Tax by such jurisdiction.
(s) All records which the Company and its Subsidiaries are required under applicable Legal Requirements to keep for Tax purposes (including
without limitation all documents and records likely to be needed to defend any challenge by any Governmental Body to the transfer pricing of any transactions
between the Company and any of its Subsidiaries) have been duly kept (in accordance with all applicable statutory requirements).
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