Incredimail 2011 Annual Report Download - page 166

(c) Until the payment of the Deferred Payment, it shall use its best efforts to maintain cash and cash equivalents and marketable securities in
the aggregate amount of at least eight million U.S. Dollars ($8,000,000).
The Company represents and warrants to and for the benefit of Parent, Purchaser and Merger Sub, as of the date hereof and as of the Closing as follows,
subject to the exceptions set forth in the respective parts of the attached Disclosure Schedule corresponding to the section numbers below and such other sections in
this Section 2 where the relevance of such disclosure is reasonably apparent on the face of such disclosure:
2.1 Due Organization; Etc.
(a) The Company is a corporation duly incorporated and organized and validly existing under the laws of the State of Washington and has all
requisite corporate power and authority to own and use its assets and conduct its business as now conducted and Currently Proposed to be Conducted.
(b) Neither the Company nor any of its Subsidiaries have conducted any business under or otherwise used, for any purpose or in any
jurisdiction, any fictitious name, assumed name, trade name or other than its own name.
(c) Neither the Company nor any of its Subsidiaries is nor have they ever been required to be qualified, authorized, registered or licensed to do
business as a foreign corporation in any foreign jurisdiction in which they conduct business.
(d) Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company’s and the Subsidiaries’
board of
directors, (ii) the names of the members of each committee of the Company’s and the Subsidiaries’ board of directors, and (iii) the names and titles of the Company’
s
and the Subsidiaries’ officers.
(e) Except for the Entities set forth in Part 2.1(e)
of the Disclosure Schedule, the Company does not own any interest in any Entity and the
Company has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. The Company has not
agreed and is not obligated to make any future investment in or capital contribution to any Entity. The Company has not guaranteed and is not responsible or liable for
any obligation of any Entity. Part 2.1(e) of the Disclosure Schedule accurately sets forth the Company’
s holdings in each of the Subsidiaries (including the
percentage of the outstanding share capital represented by such holdings) and a description of each Subsidiary’
s business, activities and operations. Each Subsidiary is
duly organized and validly existing under the laws of its incorporation, and each Subsidiary has full corporate power and authority to own, lease and operate its
properties and assets to conduct its business as now being conducted. Except as specified in Part 2.1(e) of the Disclosure Schedule, no person has any right to
participate in, or receive any payment based on any amount relating to, the revenue, income, value or net worth of any Subsidiary or any component or portion thereof,
or any increase or decrease in any of the foregoing. The Company has no existing obligation or undertaking of any kind whatsoever to make additional contributions
or investments in any of the Entities set forth in Part 2.1(e)
of the Disclosure Schedule. The Subsidiaries of the Company are inactive and have no liabilities,
contingent or otherwise. For the purposes of the remainder of this Section 2, unless the context otherwise requires or indicates, all references to the “Company”
shall
include each Subsidiary.
Section 2.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
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