Incredimail 2012 Annual Report Download - page 257

(b) Audits; Claims
. No Company Return has ever been examined or audited by any Governmental
Entity. The Company and the Israeli Subsidiary have not received from any Governmental Entity any written: (i) notice
indicating an intent to open an audit or other review; (ii) request for information related to Tax matters; or (iii) notice of
deficiency or proposed Tax adjustment. No extension or waiver of the limitation period for the assessment or collection of
Tax has been granted by or requested from the Company or the Israeli Subsidiary. No claim or Legal Proceeding is
pending or threatened against the Company or the Israeli Subsidiary in respect of any Tax. There are no liens for Taxes
upon any of the assets of the Company or the Israeli Subsidiary except liens for current Taxes not yet due and payable
(and for which there are adequate accruals, in accordance with GAAP).
(c) Sufficiency
. The total amounts set up as liabilities for current and deferred Taxes in the
Company Financial Statements are sufficient to cover the payment of all Taxes, whether or not assessed or disputed,
which are, or are hereafter found to be, or to have been, due by or with respect to the Company or the Israeli Subsidiary up
to and through the periods covered by the Company Financial Statements.
(d) Closing Agreements; Etc
. Neither the Company nor the Israeli Subsidiary will be required to
include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion
thereof) ending after the Closing Date as a result of any change in method of accounting, closing agreement, installment
sale or prepaid amount received for a taxable period ending on or prior to the Closing Date. Neither the Company nor the
Israeli Subsidiary is a party to or bound by any Tax allocation or sharing agreement. Neither the Company nor the Israeli
Subsidiary has never been a member of an affiliated, consolidated, combined, unitary or aggregate group for purposes of
any Tax Return.
(e) Transferee or Successor Tax Liability
. Neither the Company nor the Israeli Subsidiary has any
Liability for the Taxes of any Person as a transferee or successor or otherwise by operation of law, by Contract or
otherwise.
(f) Withholding
. The Company and the Israeli Subsidiary have complied with all applicable Legal
Requirements relating to the payment, reporting and withholding of Taxes, and has, within the time and in the manner
prescribed by law, withheld from employee wages or consulting compensation or payments to Securityholders and timely
paid over to the proper governmental authorities (or is properly holding for such timely payment) all amounts required to
be so withheld and paid over under all applicable Legal Requirements, including income Taxes and employment Tax
withholding laws, and has timely filed all withholding Tax Returns, for all periods.
(g) VAT
. The Company is not required to be duly registered for the purposes of Value Added Tax
(“ VAT ”).
The Israeli Subsidiary is duly registered for the purposes of VAT, as defined in the relevant laws concerning
VAT in its country of organization, if applicable. The Israeli Subsidiary has complied in all material respects with all laws
concerning VAT, including with respect to the making on time of accurate returns and payments and the maintenance of
records.
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