Incredimail 2012 Annual Report Download - page 246

(f) Schedule 2.4 (f) of the Company Disclosure Letter sets forth the amount of the Company’
s
and the Israeli Subsidiary's cash, cash equivalents and marketable securities, as determined in accordance with GAAP
consistently applied (the “ Company Cash ”) as of the Agreement Date (the “ Company Cash Statement ”).
(
g) Neither the Company, the Israeli Subsidiary, nor, to the knowledge of the Company, any
director, officer, employee, auditor, accountant or representative of the Company or the Israeli Subsidiary, has received or
otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether made in writing or made
orally to any director, executive officer, or inside legal counsel or, regarding any deficiency in the accounting or auditing
practices, procedures, methodologies or methods of the Company or the Israeli Subsidiary or their respective internal
accounting controls, including any complaint, allegation, assertion or claim that the Company or the Israeli Subsidiary has
engaged in questionable accounting or auditing practices.
(h) As of the Closing, the Company (excluding the Israeli Subsidiary) shall have no Liabilities.
2.5 Litigation
. There is no action, claim, proceeding, suit, hearing, litigation, arbitration or audit (whether civil, criminal,
administrative, judicial or investigative) or any appeal therefrom or, to the knowledge of the Company, any investigation, brought, conducted or
heard by or before, or otherwise involving any court or other Governmental Entity or any arbitrator or arbitration panel (a “ Legal Proceeding ”
),
or threatened, against the Company or the Israeli Subsidiary or any of its assets or properties, including without limitation, any Company
Employee Plans, or any of its directors, officers, independent contractors or employees (in their capacities as such or relating to their
employment, services or relationship with the Company or the Israeli Subsidiary). There is no judgment, decree, rule, injunction or order against
the Company or the Israeli Subsidiary, any of its assets or properties, or, to the knowledge of the Company, any of its directors, officers,
independent contractors or employees (in their capacities as such or relating to their employment, services or relationship with the
Company). To the knowledge of the Company, there is no reasonable basis for any Person to assert a claim against the Company or the Israeli
Subsidiary or any of its assets or properties or any of its directors, officers, independent contractors or employees (in their capacities as such or
relating to their employment, services or relationship with the Company or the Israeli Subsidiary) based upon: (a) the Company entering into this
Agreement or any of the other transactions or agreements contemplated hereby; (b) any breach of a confidentiality or similar agreement entered
into by the Company or the Israeli Subsidiary regarding its assets or properties; or (c) any claim that the Company or the Israeli Subsidiary has
agreed to sell or dispose of any of its assets or properties to any party other than Purchaser, whether by way of merger, consolidation, sale of
assets or otherwise. There is no Legal Proceeding that the Company or the Israeli Subsidiary has pending or is currently planning to commence
against any other Person. The Company has provided Purchaser with all documentation relating to any Legal Proceeding and cease-and-
desist
letters involving the Company and/or the Israeli Subsidiary since March 1, 2010. Schedule 2.5
of the Company Disclosure Letter sets forth a
list of all Legal Proceedings and cease-and-
desist letters involving the Company and/or the Israeli Subsidiary since March 1, 2010. The
Company and the Israeli Subsidiary have made the changes requested in the cease-and-desist letters set forth on Schedule 2.5
of the Company
Disclosure Letter to the extent required by applicable Legal Requirements.
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