Incredimail 2012 Annual Report Download - page 288

6.6 Third Party Consents; Notices .
(a) The Company shall use commercially reasonable efforts to obtain prior to the Closing, and
deliver to Purchaser at or prior to the Closing, all consents, waivers and approvals under each Contract listed or described
on Schedule 2.3(b)(ii)(B)
of the Company Disclosure Letter (and any Contract entered into after the Agreement Date that
would have been required to be listed or described on Schedule 2.3(b)(ii)(B)
of the Company Disclosure Letter if entered
into prior to the Agreement Date).
(b) The Company shall give all notices and other information required to be given to the employees
of the Company and any collective bargaining unit representing any group of employees of the Company, under any
applicable Legal Requirements in connection with the Transactions.
6.7 Litigation . Until the Closing, the Company will (i) notify Purchaser in writing promptly after learning of any Legal
Proceeding initiated by or against it or the Israeli Subsidiary, or known by the Company to be threatened against the Company or the Israeli
Subsidiary, or any of their respective directors, officers, employees or Company Shareholders in their capacity as such (a “ New Litigation
Claim ”), (ii) notify Purchaser of ongoing material developments in any New Litigation Claim and (iii) consult in good faith with Purchaser
regarding the conduct of the defense of any New Litigation Claim.
6.8 Access to Information .
(a) During the period commencing on the Agreement Date and continuing until the earlier of the
termination of this Agreement and the Closing, (i) the Company shall afford Purchaser and its accountants, counsel and
other representatives, reasonable access upon reasonable notice and during business hours to (A) all of the Company’
s
properties, books, Contracts and records and (B) all other information concerning the business, properties and personnel
(subject to restrictions imposed by applicable Legal Requirement) of the Company as Purchaser may reasonably request,
and (ii) the Company shall provide to Purchaser and its accountants, counsel and other representatives correct and
complete copies of the Company’
s (A) internal financial statements, (B) Tax Returns, Tax elections and all other records
and workpapers relating to Taxes, (C) a schedule of any deferred intercompany gain or loss with respect to transactions to
which the Company has been a party and (D) receipts for any Taxes paid to Tax Authorities.
(b) Subject to compliance with applicable Legal Requirements, from the Agreement Date until the
earlier of the termination of this Agreement and the Closing, the Company shall confer from time to time as requested by
Purchaser with one or more representatives of Purchaser to discuss any material changes or developments in the
operational matters of the Company and the general status of the ongoing operations of the Company.
(c) No information or knowledge obtained by Purchaser during the pendency of the transactions
contemplated by this Agreement in any investigation pursuant to this Section 6.8
shall affect or be deemed to modify any
representation, warranty, covenant, condition or obligation under this Agreement.
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