Incredimail 2011 Annual Report Download - page 181

2.12 Compliance with Legal Requirements .
(a)
The Company has carried on its business and affairs in accordance with all applicable laws and regulations in all material respects and in
accordance with its corporate documents. The Company has no Knowledge of, and has not received any written notice of, any material violation or material default
with respect to any statute, regulation, order, decree, or judgment of any court or any Governmental Body. The Company has been granted and there are now in force
all material approvals, consents and licenses necessary for the carrying on of its business in the places and in the manner in which it is now carried on, and to the
Company’s Knowledge there are no circumstances which evidence or indicate that any such approvals, consents or licenses, to the extent material to the Company’
s
business or assets, are likely to be suspended, canceled, revoked or not renewed.
(b)
All documents required to be filed with or delivered to the Secretary of State of Washington in respect of the Company have been properly
filed or delivered in a timely manner in all material respects.
2.13 Governmental Authorizations and Consents . Part 2.13
of the Disclosure Schedule identifies each Governmental Authorization (as defined in
Exhibit A
) held by the Company, accurate and complete copies of which have been made available by the Company to Purchaser. The Governmental Authorizations
identified in Part 2.13
of the Disclosure Schedule are valid and in full force and effect, and collectively constitute, and the Company currently has, all Governmental
Authorizations necessary to enable the Company to conduct its business in the manner in which it is currently being conducted. The Company is, and at all times has
been, in compliance in all material respects with the terms and requirements of the Governmental Authorizations identified in Part 2.13
of the Disclosure
Schedule. The Company has not received any notice or other communication from any Governmental Body regarding (a) any actual or possible violation of or failure
to comply with any term or requirement of any Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation,
termination or modification of any Governmental Authorization.
2.14 Tax Matters .
(a) The Company has promptly paid, or fully provided for in its Financial Statements in accordance with GAAP, all material Taxes for which
it is or hereafter may become liable or accountable in the period from the date of its incorporation to the Closing Date. The Company is not a party to any Tax
allocation agreement, Tax sharing agreement, Tax indemnity agreement or Tax closing agreement.
(b) All material Tax Returns required to have been filed by or with respect to the Company have been duly filed (including any extensions),
and each such Tax Return correctly and completely reflects Tax liability and all other information required to be reported thereon. All such Tax Returns are true,
complete and correct in all material respects through the date thereof, and all information necessary to prepare and file Tax Returns in respect of subsequent periods is
available and accurately reflected in the books and records of the Company. True, complete and correct copies of the Tax Returns filed by the Company with the
applicable Governmental Bodies in respect of 2007, 2008 and 2009 have been provided to Purchaser. The Company has at all times and within the requisite time limits
promptly, fully and accurately observed, performed and complied with all obligations or conditions imposed on it under any Legal Requirement relating to material
Taxes. The Company has not settled or compromised any claim or assessment in respect of any material Taxes, or requested or consented to any extension or waiver
of the limitation period applicable to any claim or assessment in respect of any material Taxes with any Governmental Body or otherwise.
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