Incredimail 2012 Annual Report Download - page 282

(r) Acquisitions
. Acquire or agree to acquire by merging or consolidating with, or by purchasing
a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or
other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material,
individually or in the aggregate, to the Business, or enter into any Contract with respect to a joint venture, strategic
alliance or partnership;
(s) Taxes
. Other than as required under applicable law or with respect to any Tax ruling
contemplated in or in accordance with this Agreement, including the Domiciliation Ruling, make or change any election
in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any federal, state, or foreign income
Tax Return or any other material Tax Return, file any amendment to any Tax Return, enter into any Tax sharing or similar
agreement or closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver
of the limitation period applicable to any claim or assessment in respect of Taxes, or enter into intercompany transactions
giving rise to deferred gain or loss of any kind, or take any other similar action relating to the filing of any Tax Return or
the payment of any Tax, if such election, adoption or other action would have the effect of increasing the Tax liability of
the Company or the Israeli Subsidiary for any period ending after the Closing Date or decreasing any Tax attribute of the
Company or the Israeli Subsidiary existing on the Closing Date that would result in a Tax liability of the Company or the
Israeli Subsidiary after the Closing Date;
(t) Accounting
. Change accounting methods or practices (including any change in depreciation or
amortization policies) or revalue any of its assets (including writing down the value of inventory or writing off notes or
accounts receivable otherwise than in the ordinary course of business), except in each case as required by changes in
GAAP as concurred with its independent accountants and after notice to Purchaser;
(u) Real Property . Enter into any agreement for the purchase, sale or lease of any real property;
(v) Encumbrances
. Place or allow the creation of any Encumbrance (other than a Permitted
Encumbrance) on any of its properties;
(w) Warranties, Discounts
. Change the manner in which it provides warranties, discounts or
credits to customers;
(x) Interested Party Transactions
. Enter into any Contract in which any officer, director,
employee, agent or Company Shareholder of the Company (or any member of their immediate families) has an interest
under circumstances that, if entered immediately prior to the Agreement Date, would require that such Contract be listed
on Schedule 2.11(a) of the Company Disclosure Letter; and
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