Incredimail 2012 Annual Report Download - page 238

(g) Notwithstanding anything to the contrary: (i) the foregoing release is conditioned upon the
consummation of the Closing and shall become null and void, and shall have no effect whatsoever, without any action on
the part of any person or entity, upon termination of this Agreement in accordance with ARTICLE 8
; and (ii) should any
provision of this release be found, held, declared, determined, or deemed by any court of competent jurisdiction to be
void, illegal, invalid or unenforceable under any applicable statute or controlling law, the legality, validity, and
enforceability of the remaining provisions will not be affected and the illegal, invalid, or unenforceable provision will be
deemed not to be a part of this Release.
1.8 Certain Taxes
. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any
penalties and interest) imposed on a party to this Agreement in connection with this Agreement shall be paid by the respective party when due,
and each such party, at its own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary,
sales, use, stamp, registration and other Taxes and fees.
ARTICLE 2
R
EPRESENTATIONS AND W ARRANTIES OF THE C OMPANY AND THE I SRAELI S UBSIDIARY
Subject to the disclosures set forth in the disclosure letter of the Company and the Israeli Subsidiary delivered to Purchaser concurrently
with the parties’ execution of this Agreement (the “ Company Disclosure Letter ”) (
each of which disclosures, in order to be effective, shall
clearly indicate the Section and, if applicable, the Subsection of this ARTICLE 2
to which it relates (unless and only to the extent the relevance
to other representations and warranties is readily apparent from the actual text of the disclosures), and each of which disclosures shall also be
deemed to be representations and warranties made by the Company and the Israeli Subsidiary to Purchaser under this ARTICLE 2
), the
Company and the Israeli Subsidiary, jointly and severally, represent and warrant to Purchaser, as of the Agreement Date, as follows:
2.1 Organization, Standing and Power .
(a) The Company is a corporation duly organized, validly existing and in good standing under the
laws of Belize. The Company has the requisite corporate power and authority to own, lease, license and use its properties
and assets and to carry on its business as now being conducted and as currently proposed to be conducted and is duly
qualified, licensed or admitted to do business and, in jurisdictions where such concept is recognized, is in good standing in
each jurisdiction in which the Company is qualified to do business as a foreign corporation and in each jurisdiction in
which the ownership, leasing, licensing or use of its assets and properties, or the conduct or nature of its business, makes
such qualification, licensing or admission necessary. Schedule 2.1(a)
of the Company Disclosure Letter sets forth each
jurisdiction where the Company is so qualified, licensed or admitted to do business and separately lists each other state,
province or country in which the Company owns, uses, licenses or leases its assets and properties, or conducts business or
has employees or engages independent contractors. The Company has delivered a true and correct copy of the governing
documents of the Company, as amended to date, to Purchaser. The Company is not in violation of any of the provisions
of its governing documents. Since incorporation, all of the Company's directors and officers were duly appointed in
accordance with applicable law.
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