Incredimail 2011 Annual Report Download - page 191

2.24 Propriety of Past Payments . Neither the Company nor, to the Company’
s Knowledge, any agent, employee or other Person associated with or
acting on behalf of the Company, has, directly or indirectly, used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses
relating to political activity, made any unlawful payment to any government official or employee or to any political party or campaign from corporate funds, or made
any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment.
2.25 Full Disclosure
. Neither this Agreement (including the exhibits attached hereto and the Disclosure Schedule) nor any certificate furnished or to
be furnished in connection herewith by the Company (i) contains any untrue or misleading statement of a material fact, or (ii) omits to state any material fact necessary
in order to make such statements contained and to be contained herein and therein (in the light of the circumstances under which such representations, warranties and
information were or will be made or provided) not false or misleading.
Parent, Purchaser and Merger Sub represent and warrant to the Company, as of the date hereof and as of the Closing Date, as follows:
3.1 Due Organization; Etc
. Parent is a corporation duly organized and validly existing under the laws of the State of Israel, Purchaser is a
corporation duly organized and validly existing under the laws of the State of Delaware, and Merger Sub is a corporation duly organized and validly existing under the
laws of the State of Washington. Each of Parent, Purchaser and Merger Sub has all requisite corporate power and authority to own, lease and operate its properties and
to carry on its businesses as now conducted and to enter into and perform its obligations under this Agreement and other agreements to which it is a party
contemplated hereby and which are ancillary hereto and to consummate the transactions contemplated hereby.
3.2 Financial Ability
. Parent has funds available to it sufficient to effect the transactions contemplated by this Agreement and will ensure that
Purchaser has sufficient funds to do the same.
3.3 Authority; Binding Nature of Agreement
. Each of Parent, Purchaser and Merger Sub has the right, power and authority to enter into and
perform its obligations under this Agreement and other agreements to which it is a party contemplated hereby and which are ancillary hereto, and the execution,
delivery and performance of this Agreement and other agreements to which it is a party contemplated hereby and which are ancillary hereto by Parent, Purchaser and
Merger Sub have been duly authorized by all necessary corporate action on the part of Parent, Purchaser and Merger Sub. This Agreement constitutes the legal, valid
and binding obligation of Parent, Purchaser and Merger Sub, enforceable against it in accordance with its terms, subject to (i) laws of general application relating to
bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
3.4 Consents and Approvals
. Except for (i) the filing of the Articles of Merger as required by the WBCA and (ii) compliance with the HSR Act, if
required, no filing or registration with, no notice to and no permit, authorization, consent or approval of any third party or any Governmental Body is necessary for the
consummation by Parent, Purchaser and Merger Sub of the Merger.
Section 3.
REPRESENTATIONS AND WARRANTIES OF PARENT, PURCHASER AND MERGER SUB.
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