Incredimail 2012 Annual Report Download - page 270

(j) neither the Company nor the Israeli Subsidiary has incurred, created or assumed any
Encumbrance (other than a Permitted Encumbrance) on any of its assets or properties, any Liability for borrowed money
or any Liability as guaranty or surety with respect to the obligations of any other Person;
(k) neither the Company nor the Israeli Subsidiary has paid or discharged any Encumbrance or
Liability which was not shown on the Company Balance Sheet or incurred in the ordinary course of business consistent
with past practice since the Company Balance Sheet Date;
(l) neither the Company nor the Israeli Subsidiary has incurred any Liability to its directors,
officers or shareholders (other than Liabilities to pay compensation or benefits in connection with services rendered in the
ordinary course of business, consistent with past practice);
(m) neither the Company nor the Israeli Subsidiary has made any deferral of the payment of any
accounts payable other than in the ordinary course of business, consistent with past practice, or given any discount,
accommodation or other concession other than in the ordinary course of business, consistent with past practice, in order to
accelerate or induce the collection of any receivable;
(n) neither the Company nor the Israeli Subsidiary has made any change in the manner in which it
extends discounts, credits or warranties to customers or otherwise deals with its customers;
(o) there has been no damage, destruction or loss, whether or not covered by insurance, affecting the
assets, properties or business of the Company or the Israeli Subsidiary;
(p) neither the Company nor the Israeli Subsidiary has sold, disposed of, transferred or licensed to
any Person any rights to any Company Intellectual Property (other than in the ordinary course of business consistent with
past practice, or has acquired or licensed from any Person any Intellectual Property) or sold, disposed of, transferred or
provided a copy of any Company Source Code to any Person; and
(q) there has not occurred any announcement of, any negotiation by or any entry into any Contract
by the Company or the Israeli Subsidiary to do any of the things described in the preceding clauses (a) through (p) (other
than negotiations and agreements with Purchaser and their representatives regarding the transactions contemplated by this
Agreement).
2.17 Transaction Fees . No broker, finder or investment banker is entitled to any brokerage, finder’
s or other fee or commission
in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company, its Israeli
Subsidiary or its Affiliates. Set forth in Schedule 2.17 to the Company Disclosure Letter is the Company’
s good faith estimate of all
Transaction Expenses (including Transaction Expenses reasonably anticipated to be incurred in the future) as of the Agreement Date.
2.18 Product Release
. The Company has provided Purchaser a schedule of product releases, which schedule is attached as
Schedule 2.18 of the Company Disclosure Letter (the “ Roadmap ”).
The Roadmap has been prepared in good faith and with reasonable care by
the Company and, subject to allocating appropriate resources, the Company has a good faith reasonable belief that it can achieve the release of
products as described in the Roadmap, provided, however, that no assurance can be or is given that such release will be attained.
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