Incredimail 2012 Annual Report Download - page 278

(c) Purchaser and its subsidiaries maintain disclosure controls and procedures required by Rule 13a-
15 or 15d-
15 under the Exchange Act; such controls and procedures are effective to ensure that all material information
concerning Purchaser and its subsidiaries is made known on a timely basis to the individuals responsible for the
preparation of Purchaser’
s filings with the SEC. Purchaser maintains a system of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in accordance with management’
s general or specific
authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with
GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’
s
general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any differences.
(d) Purchaser's internal control over financial reporting was effective as of September 30,
2012. Purchaser has not identified any material weakness in its internal control over financial reporting in the nine-
month
period ended September 30, 2012.
4.6 Litigation .
There is no pending Legal Proceeding, and (to the knowledge of Purchaser) no Person has threatened to
commence any Legal Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering
with, the Share Purchase. To the knowledge of Purchaser, no event has occurred, and no claim, dispute or other condition or circumstance exists,
that will, or that would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.
4.7 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 Purchaser or its
Affiliates.
4.8 No Other Representations
. Except for the representations and warranties expressly and specifically made by Purchaser in
this Agreement or certificates delivered by the Company pursuant to this Agreement, Purchaser does not make any express or implied
representation or warranty, and Purchaser hereby disclaims all other representations and warranties of any kind or nature, express or implied.
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