Incredimail 2012 Annual Report Download - page 298

(k) Working Capital Target
. The Company Net Working Capital reflected in the Company Net
Working Capital Certificate shall be equal to or greater than the Working Capital Target.
(l) Accounts Receivable
. The Company shall have delivered a certificate signed by the
Authorized Person setting forth the amounts and an accurate aging of the Company’
s and the Israeli Subsidiary's accounts
receivable in the aggregate and by customer, and indicating the amounts of allowances for doubtful accounts, in each case
as of September 30, 2012 and each month-
end thereafter prior to the Closing Date and certifying that the representations
and warranties set forth in Section 2.4(e) are true and correct in all material respects with respect to such data (substituting
"Closing Date" for "Agreement Date").
ARTICLE 8
T
ERMINATION , A MENDMENT AND W AIVER
8.1 Termination
. At any time prior to the Closing, this Agreement may be terminated and the Share Purchase abandoned by
zed action taken by the terminating party:
(a) by mutual written consent duly authorized by Purchaser and the Company;
(b) by either Purchaser or the Company, if the Closing shall not have occurred within 60 days
following the Agreement Date or such other date that Purchaser and the Company may agree upon in writing (the “
Agreement Termination Date ”); provided , however , that if the required consent listed in Schedule
7.3(h) shall not be
obtained within such 60 days period, the Agreement Termination Date shall be extended by 30 days; and provided
,
further , that the right to terminate this Agreement under this clause (b) of Section 8.1
shall not be available to any party
whose breach of any covenant or agreement hereunder will have been the principal cause of, or will have directly resulted
in, the failure of the Closing to occur on or before the Agreement Termination Date;
(c) by either Purchaser or the Company, if any permanent injunction or other order of a
Governmental Entity of competent authority preventing the consummation of the Share Purchase shall have become final
and nonappealable;
(d) by Purchaser, if it is not in material breach of its obligations under this Agreement, if (i) the
Company or the Company Shareholders shall have breached any representation, warranty, covenant or agreement
contained herein and such breach shall not have been cured within 20 Business Days after receipt by the Company of
written notice of such breach and if not cured within the timeframe above and at or prior to the Closing, such breach
would result in the failure of any of the conditions set forth in Section 7.1 or Section 7.3
to be satisfied, (ii) there shall
have been a Material Adverse Effect with respect to the Company or the Israeli Subsidiary, or (iii) the Company or the
Israeli Subsidiary shall have breached Section 6.3 (No Solicitation) or Section 6.4 (Confidentiality; Public Disclosure)
(provided that the termination right under clause (iii) may be exercised only within ten (10) days of Purchaser first
becoming aware of the breach of such provisions and as long as the closing conditions set forth in Section 7.1 and
Section
7.3 have not been satisfied); or
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