Incredimail 2012 Annual Report Download - page 290

6.13 Tax Matters .
(a) Purchaser, the Company Securityholders and the Company shall cooperate fully, as and to the
extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, litigation or
other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’
s request)
the provision of records and information reasonably relevant to any such audit, litigation, or other proceeding and making
employees available on a mutually convenient basis to provide additional information and explanation of any material
provided hereunder. Purchaser, the Company Securityholders and the Company agree to retain all books and records with
respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until
expiration of the statute of limitations of the respective taxable periods, and to abide by all record retention agreements
entered into with any Tax Authority.
(b) Purchaser and the Company shall, and the Company shall cause each Company Securityholder
to further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any
Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be
imposed on the Company or any Company Securityholder (including with respect to the transactions contemplated
hereby).
6.14 Repayment of Company Debt . Prior to or concurrent with the Closing, the Company and the Israeli Subsidiary shall repay
all Company Debt, including those listed on Schedule 2.4(c) of the Company Disclosure Letter, in each case without any further liability to the
Purchaser.
6.15 Indemnification of Officers and Directors .
(a) If the Share Purchase is consummated, then until the seventh anniversary of the Closing Date,
Purchaser shall, or shall cause the Company to, fulfill and honor in all respects the obligations of the Company and the
Israeli Subsidiary to the individuals who are or were directors and/or officers as of or prior to the Closing (the “
Company
Indemnified Parties ”)
pursuant to any indemnification provisions under the Charter Documents as in effect on the
Agreement Date and pursuant to any indemnification agreements listed on Schedule 2.12
of the Company Disclosure
Letter, with respect to claims arising out of matters occurring at or prior to the Closing (subject to applicable Legal
Requirements). The Charter Documents of the Company and the Israeli Subsidiary will contain provisions with respect to
the exculpation and indemnification and expense advancement that are substantially the same as were in effect as of
immediately prior to the Closing for the Company, which provisions will not be amended in any respect that would
adversely affect the rights thereunder of the Company Indemnified Parties until seven (7) years from the Closing Date.
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