Incredimail 2012 Annual Report Download - page 245

(b) Except as set forth in Schedule 2.4(b)
of the Company Disclosure Letter, neither the Company
nor the Israeli Subsidiary has any Liabilities of any nature other than (i) those set forth or adequately provided for in the
Balance Sheet included in the Company Financial Statements as of December 31, 2011 (the “ Company Balance Sheet ”
);
(ii) those incurred in the conduct of the Company’s and the Israeli Subsidiary's business since December 31, 2011 (the “
Company Balance Sheet Date ”)
in the ordinary course, consistent with past practice; (iii) obligations set forth on the face
of the Material Contracts (other than Liabilities resulting from the breach or default of such Material Contract); and (iv) as
disclosed in the interim financial statements. Without limiting the generality of the foregoing, neither the Company nor the
Israeli Subsidiary has ever guaranteed any debt or other obligation of any other Person.
(c) All Indebtedness of the Company and the Israeli Subsidiary (“ Company Debt ”)
may be prepaid
at the Closing without penalty under the terms of the Contracts governing such Company Debt. Schedule 2.4 (c)
of the
Company Disclosure Letter accurately lists all Company Debt as of the Agreement Date, including, for each item of
Company Debt, the agreement governing the Company Debt and the interest rate, maturity date and any assets or
properties securing such Company Debt.
(d) Schedule 2.4(d)
of the Company Disclosure Letter sets forth the names and locations of all
banks and other financial institutions at which the Company or the Israeli Subsidiary maintains accounts, as well as the
current balances in such accounts, and the names of all persons authorized to make withdrawals therefrom.
(e) Schedule 2.4 (e)
of the Company Disclosure Letter sets forth the amounts and an accurate
aging of the Company’
s and the Israeli Subsidiary's accounts receivable in the aggregate and by customer, and indicates
the amounts of allowances for doubtful accounts, in each case as of September 30, 2012. The accounts receivable shown
on Schedule 2.4 (e) of
the Company Disclosure Letter arose in the ordinary course of business, consistent with past
practices, represented bona fide claims against debtors for sales and other charges and have been collected or are
collectible in the book amounts thereof within 60 days of the Agreement Date, less an amount not in excess of the
allowance for doubtful accounts provided for therein. None of the accounts receivable of the Company or the Israeli
Subsidiary, is subject to any claim of offset, recoupment, setoff or counter-
claim, and the Company has no knowledge of
any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. None of the
accounts receivable of the Company or the Israeli Subsidiary is contingent upon the performance by the Company or the
Israeli Subsidiary of any obligation or Contract and, other than in accordance with the provisions of the Contracts related
to such accounts receivable, no agreement for deduction or discount has been made with respect to any of such accounts
receivable.
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