Incredimail 2011 Annual Report Download - page 202

The obligations of Parent and/or Purchaser, as applicable, to consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or
prior to the Closing, of each of the following conditions, any or all of which may be waived in writing by Parent and/or Purchaser, as applicable:
7.1 Accuracy of Representations
. Each of the representations and warranties made by the Company and the Founder, respectively, in this
Agreement shall have been complete and accurate as of the date of this Agreement, and shall have been complete and accurate in all material respects (except for those
heretofore qualified by materiality, in which case, no additional standard of materiality shall be applied) as of the Closing Date as if made on the Closing Date (except
that those representations and warranties which address matters only as of a particular date shall have been true and correct only on such date).
7.2 Performance of Covenants
. All of the covenants and obligations that the Company is required to comply with or to perform at or prior to or at
the Closing shall have been complied with and performed in all material respects.
7.3 Consents
. All Consents required to be obtained by the Company in connection with the transactions contemplated by this Agreement, as set forth
on Schedule 7.3 hereof, shall have been obtained in a form satisfactory to Purchaser, and shall be in full force and effect.
7.4 Agreements and Documents
. Purchaser shall have received the following agreements and documents, each of which shall be in full force and
effect:
(a) the legal opinion of Wilson Sonsini Goodrich & Rosati in form attached hereto as Exhibit I and dated as of the Closing Date;
(b) a certificate executed by the Chief Executive Officer and principal financial officer of the Company which certifies that the conditions
relating to the Company set forth in Sections 7.1, 7.2, 7.3, 7.5, 7.6, 7.7(b) and (c), 7.8, 7.9, 7.10 and 7.11 have been duly satisfied;
(c) a certificate executed by the Founder which certifies that the condition relating to the Founder set forth in Section 7.1 has been duly
satisfied;
(d) the Closing Spreadsheet (as such term is defined in Section 6.7 hereof) completed to include all of the information specified in said Section
6.7 in a form acceptable to Purchaser and a certificate executed by the Chief Executive Officer of the Company dated as of the Closing Date, certifying that such
Closing Spreadsheet is true, correct and complete;
(e) the Company Net Working Capital Certificate, which certificate shall be accompanied by such supporting documentation, information and
calculations as are necessary for Purchaser to verify and determine the amount of Company Net Working Capital;
Section 7.
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND PURCHASER.
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