Incredimail 2012 Annual Report Download - page 244

(c) No consent, approval, order or authorization of, or registration, declaration or filing with, any
Governmental Entity or any other Person is required by or with respect to the Company in connection with the execution
and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such consents,
authorizations, filings, approvals, notices and registrations which, if not obtained or made, would not impair the
Company’
s ability to consummate the Share Purchase or to perform its obligations under this Agreement and would not
prevent, alter or delay any of the transactions contemplated by this Agreement. The execution and delivery of this
Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not contravene,
conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to
revoke, withdraw, suspend, cancel, terminate or modify, any authorization from a Governmental Entity that is held by the
Company or that otherwise relates to the Company’s Business or to any of the assets owned or used by the Company.
2.4 Company Financial Statements .
(a) The Company has delivered to Purchaser, in U.S. Dollars in accordance with GAAP, (i) the
audited financial statements of the Israeli Subsidiary for each of the two years ended December 31, 2011 and the audited
balance sheet of the Israeli Subsidiary as of the end of December 31, 2009, together with the audit opinion thereon of
Kost, Forer, Gabbay and Kasierer (a member of Ernst & Young Global) (the " Auditors
"), (ii) the interim unaudited
financial statements of the Israeli Subsidiary for the six-
month periods ended June 30, 2011 and 2012, and (iii) internally
prepared (by the certified accountant of the Israeli Subsidiary), balance sheet and income statements of the Israeli
Subsidiary as of September 30, 2012, and the three and nine-month periods then ended (" Q3 Statements
") (collectively,
the “ Company Financial Statements ”), which are included as Schedule 2.4 (a)
of the Company Disclosure Letter. The
Company Financial Statements (i) are derived from and in accordance with the books and records of the Company and the
Israeli Subsidiary, (ii) complied as to form with applicable accounting requirements with respect thereto as of their
respective dates, (iii) have been prepared in U.S. Dollars, and (iv) are in accordance with GAAP applied on a consistent
basis throughout the periods indicated (provided that the unaudited interim period financial statements and the Q3
Statements are subject to normal recurring year-
end audit adjustments) and consistent with each other, (iv) fairly and
accurately present the financial condition of the Company and the Israeli Subsidiary at the dates therein indicated and the
results of operations and cash flows of the Company and the Israeli Subsidiary for the periods therein specified, and (v)
are true, complete and correct in all material respects. The Company Financial Statements have been kept accurately in the
ordinary course of business consistent with applicable law, the transactions entered therein represent bona fide
transactions, and the revenues, expenses, assets and liabilities of the Company and the Israeli Subsidiary have been
properly recorded therein. Since its inception, the Company (excluding the Israeli Subsidiary) has not carried out any
business activities. Neither the Company nor any of its subsidiaries has “off-balance sheet arrangements” (
as defined in
Item 303(a)(4)(ii) of Regulation S-K under the Exchange Act).
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