Incredimail 2011 Annual Report Download - page 204

7.9 No Debt
. All indebtedness of any shareholder, director, officer or employee of the Company owing to the Company shall have been paid in full
prior to the Closing.
7.10 No Material Adverse Effect
. There shall have been no events, changes or effects, individually or in the aggregate, with respect to the Company
having a Material Adverse Effect on the Company.
7.11 Search Functionality . The requirements for Search Functionality shall have been met in accordance with the criteria set forth in Schedule 1.13
(h), subject to Purchaser fulfilling its obligations as set forth therein.
7.12 Financial Statements . The Company shall have delivered to Parent an unaudited statement of operations, statement of shareholders’
equity and
statement of cash flows of the Company for the period commencing on January 1, 2011 and ending at the end of the full month immediately preceding the Closing
Date, and for the corresponding period of the previous fiscal year, and a balance sheet as of the end of such periods, certified by the Chief Executive Officer of the
Company that such financial statements (i) present fairly in all material respects the financial position of the Company as of the respective dates thereof and the results
of operations, changes in shareholders' equity and cash flows of the Company for the periods covered thereby, (ii) have been prepared in accordance with GAAP
consistently applied throughout the periods covered and (iii) comply with the requirements of all applicable law and regulations, including SEC Regulation S-
X,
subject to year-end audit adjustments being prepared in accordance with GAAP consistently applied.
The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of
the following conditions any or all of which may be waived in writing by the Company:
8.1 Accuracy of Representations
. Each of the representations and warranties made by Parent, Purchaser and Merger Sub in this Agreement shall
have been accurate as of the date of this Agreement, and shall be 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).
8.2 Performance of Covenants
. All of the covenants and obligations that Parent, Purchaser and Merger Sub are required to comply with or to
perform at or prior to the Closing shall have been complied with and performed in all material respects.
8.3 Documents . The Company shall have received the following agreements and documents, each of which shall be in full force and effect:
(a) a certificate executed by the Chief Executive Officer and Chief Financial Officer of each of Parent, Purchaser and Merger Sub certifying
that the conditions set forth in Sections 8.1 and 8.2 have been duly satisfied;
Section 8.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY.
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