Incredimail 2012 Annual Report Download - page 297

(g) Payment of Debt
. The Company shall have delivered to Purchaser documentation reasonably
satisfactory to Purchaser evidencing the Company’
s and the Israeli Subsidiary's repayment in full of all Company Debt
pursuant to Section 1 6.14
, as well as the repayment of all Indebtedness of any current or former shareholder, director,
officer, employee, consultant or related party of the Company or the Israeli Subsidiary (or any affiliate of the foregoing)
owing to the Company or the Israeli Subsidiary, as applicable, including any intercompany debt between the Company
and the Israeli Subsidiary, any all Taxes and interest related to all of the foregoing Indebtedness.
(h) Consents
. All Consents required to be obtained by the Company or the Israeli Subsidiary in
connection with the transactions contemplated by this Agreement, as set forth on Schedule 7.3(h)
hereof, shall have been
obtained in a form satisfactory to Purchaser, been delivered to Purchaser, and shall be in full force and effect.
(i) No Liens . Other than as set forth on Schedule 7.3(i)
hereof, all Encumbrances on any assets of
the Company or the Israeli Subsidiary shall have been terminated effective immediately prior to the Closing, other than
liens for Taxes not yet due and payable.
(j) Closing Financial Statements
. The Company shall have delivered to Purchaser (i) the audited
consolidated financial statements, in U.S. Dollars and in accordance with GAAP, of the Company, including the statement
of income, statement of cash flows and statement of shareholder’
s equity of the Company for the years ended December
31, 2010 and 2011 and the audited balance sheet of the Company as of December 31, 2009, 2010 and 2011, together with
the audit opinion thereon of the Auditors, (ii) ten days prior to Closing, the unaudited consolidated financial statements, as
examined by the Auditors for integrity, in U.S. Dollars and in accordance with GAAP, of the Company, including the
statement of operations, statement of shareholders’ equity and statement of cash flows of the Company the three-
month
and nine-
month periods ended September 30, 2011 and September 30, 2012, and a balance sheet as of the end of such
periods, and (iii) internally prepared statements of income as prepared by the Company’
s certified accounting firm,
balance sheet and income statement of the Company for every complete month following September 30, 2012 up and until
the Closing Date,(collectively, the " Closing Financial Statements
") in each case, certified by the Authorized Persons
that such financial statements: (1) present fairly in all material respects the financial position of the Company and the
Israeli Subsidiary as of the respective dates thereof and the results of operations, changes in shareholders' equity and cash
flows of the Company and the Israeli Subsidiary for the periods covered thereby, (2) have been prepared in accordance
with GAAP consistently applied throughout the periods covered and (3) other than with respect to Section 7.3(j)(iii),
comply with the requirements of all applicable law and regulations, including SEC Regulation S-X, subject to year-
end
audit adjustments being prepared in accordance with GAAP consistently applied.
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