2.6.1.        From time to time following the Closing and without additional consideration to the Seller, Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver in a reasonably prompt manner, all such further conveyances, notices, assumptions, releases and such other instruments, and shall take such further actions, in each case, as may be commercially reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Seller Documents, as defined in Section 5.3 below, and to assure fully to Seller and its Affiliates and their successors and assigns, the assumption of the Assumed Liabilities, and to otherwise make effective the transactions contemplated hereby and thereby, provided that each party shall bear its own expenses in connection with the foregoing.

    2.6.2.        Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, or attempted sale, assignment, transfer to the Purchaser of any Purchased Asset is prohibited by any applicable law or would require any Governmental Body or third-party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing Date, and the obtaining thereof is not a condition to the Closing, then following the Closing, and without limiting the provisions set forth in Section 7.3, the Seller shall be deemed to hold the respective Purchased Asset and all rights and privileges with respect thereto as a trustee for the sole benefit of the Purchaser and shall manage such Purchased Asset solely in accordance with instructions of the Purchaser. The parties shall use their respective reasonable best efforts, and cooperate with each other, in order to obtain promptly such authorizations, approvals consents or waivers. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchaser the benefits of use of such Purchased Asset. Once such authorization, approval, consent or waiver for the sale, assignment and transfer of a Purchased Asset not sold, assigned or transferred at the Closing is obtained, the Seller shall promptly assign, transfer or cause to be assigned and transferred, such Purchased Asset to the Purchaser for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the full benefits of use of any such Purchased Asset cannot be provided to the Purchaser at Closing, the Purchaser and the Seller shall enter into such arrangements for no additional consideration from the Purchaser (including subleasing or subcontracting if permitted) to provide to the Purchaser the operational equivalent of obtaining such authorization, approval, consent or waiver. Without limitation of the foregoing, in the event that, at the Closing, the registration of any Transferred Intellectual Property in the name of the Purchaser with the relevant Governmental Body was not yet completed and perfected. Then, without limitation of any other rights of the Purchaser, to the extent necessary to grant to the Purchaser full and unrestricted use of such Transferred Intellectual Property, the Seller hereby grants to the Purchaser, effective as of the Closing and subject to any Purchased Intellectual Property Licenses, an irrevocable, perpetual, royalty free, fully paid, worldwide, unrestricted, exclusive license to make any use or exploitation with respect thereto.

    2.6.3.        In the event that during the period of 24 months following the Closing, the Purchaser discovers any Contract, Software, Copyright, trademark or other item of Intellectual Property or any other asset owned by the Seller as of the Closing and used in conducting the Business prior to Closing (an “Additional Asset”), which is not included in the Purchased Assets or the Transferred Intellectual Property, then Purchaser may request the Seller in writing to license or transfer such Additional Asset, as applicable under this Section, to Purchaser in accordance with the provisions hereunder, as if such item had been identified as a Purchased Asset or Transferred Intellectual Property under this Agreement, for no additional consideration. As soon as practicable after receipt by the Seller, from the Purchaser, of such request as aforesaid, the Seller, shall provide written confirmation (unless the Seller, in good faith believes that such Purchased Asset should not be so treated) and, such item shall be deemed to have been transferred or licensed as described in this Section. If the Seller so discovers any such Additional Asset, it shall notify the Purchaser and, at Purchaser’s written request, the Seller shall be deemed to have licensed or transferred such Additional Asset to Purchaser in accordance with the terms of this Section.

    2.6.4.        To the extent any amount due to Purchaser under a purchased Account Receivable or that is otherwise related to the Business, is paid by a Third Party to Seller, then Seller shall promptly forward such amounts in full to Purchaser.

    2.6.5.        The Purchaser shall be entitled to benefit from the rights of the Seller under all the non-disclosure, non-competition (including non-solicitation, to the extent there is an actual breach thereof) and assignment agreements (not including the exhibits attached to this Agreement), provisions and arrangements to which the Seller is a party, which are related to the Purchased Assets, the Transferred Intellectual Property or current or former employees of Seller who are or were engaged in the Business (the “NDA Agreements”) solely to the extent that such NDA Agreements relate to the Purchased Assets, or the Transferred Intellectual Property, and except as set forth in Exhibit 2.6.5. In case of a claimed infringement or breach by any Third Party under an NDA Agreement related to the Purchased Assets or the Transferred Intellectual Property, at the request of the Purchaser, Seller shall institute Legal Proceedings and take any other reasonable actions, at the reasonable direction of Purchaser, against such infringing or breaching party. All expenses incurred by Seller, including reasonable fees for the time spent by Seller’s employees, shall be borne and paid by Purchaser (unless such Legal Proceedings also relate to protection of Seller’s rights relating to activities other than the Business in which case such expenses shall be borne by Seller and Purchaser equally), and Seller shall not be required to take any such actions unless all such expenses are paid in advance or are otherwise guaranteed by Purchaser. Seller shall not settle or compromise or permit a default or consent to entry of any judgment without the consent of the Purchaser, which shall not be unreasonably withheld. Nothing herein shall restrict Purchaser’s rights to pursue any action to which it is legally entitled independently of Seller.

    4.2.1.        Seller shall deliver to Purchaser:

     4.2.1.1.        Assets. The Purchased Assets, in a manner as set forth in this Agreement.

     4.2.1.2.         Shareholders’ and Board Resolutions. Shareholders and Board resolutions in the form attached as Exhibit 4.2.1.2.

     4.2.1.3.        Officer’s Certificate. A certificate signed by a director of Seller and another executive officer or director of Seller authorized to such effect by the Board Directors of Seller, in the form attached as Exhibit 4.2.1.2.

     4.2.1.4.         Confirmation regarding Liens. A written confirmation from the Companies’ Registrar and the Registrars of Pledges confirming that there is no Lien over any of the Purchased Assets.

     4.2.1.5.        Promissory Note. (i) A written, irrevocable, signed instruction letter, provided to Seller, by each Person who holds convertible promissory notes of the Seller (other than Fish Holdings Ltd., Dseymi Ltd. and ▇▇▇▇▇ ▇▇▇▇▇ (the “Three PN Holders”)), instructing Seller to convert Seller’s aggregate debt to each such Person into a specified number of shares of Seller and waiving any existing or future claims against the Seller and/or Purchaser with respect to such convertible promissory note (including conversion thereof), subject to the closing of the transaction contemplated herein; (ii) A written, irrevocable, signed letter from each of the Three PN Holders, in a form satisfactory to Purchaser, confirming that each of the Three PN Holders has no objection to the transactions contemplated hereby, and waives any claim against Seller and/or Purchaser in connection therewith; and (iii) A written confirmation of the Seller that (a) all debt convertible into securities of the Seller has been converted, except for the debt to the Three PN Holders; and (b) the Persons who holds convertible promissory note of the Seller immediately prior to the Closing (other than the Minority Creditors) have waived any existing or future claims against the Seller and/or the Purchaser with respect to such convertible promissory note (including conversion thereof).

     4.2.1.6.        Employees’ Counsel Letter. A letter, substantially in the form of Exhibit 4.2.1.6, signed by legal counsel for all of Seller’s current and former employees to whom Seller is indebted (as set forth in Schedule 5.6.3)

     4.2.1.7.        Legal Opinion. An opinion of ▇. ▇▇▇▇▇▇▇▇ & Co., legal counsel to the Seller, addressed to the Purchaser and dated as of the Closing Date, in the form of Exhibit 4.2.1.7.

     4.2.1.8.        Shareholders Confidentiality, Non-Compete / Non-Solicitation, Non-Publicity Undertakings. A Confidentiality, Non-Compete non-Solicitation Non-Publicity undertaking in the form of Exhibit 4.2.1.8, signed by each of Dynamic Participaties B.V. and West EndTechnology Investments Ltd.

     4.2.1.9.        Escrow Agreement. The Escrow Agreement, duly executed by the Seller and the Escrow Agent.

    4.2.2.        Purchaser shall deliver to Seller:

     4.2.2.1.        Officer’s Certificate. A certificate signed by an executive officer of Purchaser dated as of the Closing Date, in the form attached as Exhibit 4.2.2.1;

    4.2.2.2.        Escrow Agreement. The Escrow Agreement duly executed by Purchaser.

    4.2.2.3.        Purchase Price. Purchaser shall deliver the Purchase Price to the Escrow Agent.

    4.3.1.        At the election of Seller or Purchaser, on or after May 8, 2008, if the Closing shall not have occurred by the close of business on such date, provided that the terminating party is not in material default of any of its obligations hereunder or has not caused any of the conditions set forth in Section 9 not to have occurred;

    4.3.2.        By mutual written consent of Seller and Purchaser;

    4.3.3.        By Seller or Purchaser if there shall be in effect a final non-appealable Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby or a material portion thereof;

    4.3.4.        By Purchaser if there shall have been a material breach by Seller or any Shareholder of any representation, warranty, covenant or agreement of Seller or such Shareholder set forth in this Agreement, which breach would give rise to a failure of a condition set forth in Sections 9.1.1 or 9.1.2 and is incapable of being cured or, if capable of being cured, shall not have been cured within 15 days following receipt by Seller of notice of such breach from Purchaser; or

    4.3.5.        By Seller if there shall have been a material breach by Purchaser of any representation, warranty, covenant or agreement of Purchaser set forth in this Agreement, which breach would give rise to a failure of a condition set forth in Sections 9.2.1 or 9.2.2 and is incapable of being cured or, if capable of being cured, shall not have been cured within 15 days following receipt by Purchaser of notice of such breach from Seller. This Section 4.3.5 shall not apply to the payment of the Purchase Price, provided, however, that presentation of a confirmation from Purchaser’s bank that the required amounts have been transferred shall be considered as payment of the Purchase Price.

     5.6.1.        Schedule 5.6.1 sets forth the audited, consolidated balance sheet of the Seller as of December 31, 2005 and December 31, 2006, and the related statements of shareholder’s equity, cash flow and results of operations of the Seller for the year ended December 31, 2005 and for the year ended December 31, 2006, and the unaudited balance sheet of the Seller as of October 31, 2007 (collectively, the “Financial Statements”). Such Financial Statements are true and correct, were prepared in accordance with GAAP, applied on a basis consistent with past practice and present fairly the financial position and results of operations of the Seller, as of the dates and for the periods indicated.

    5.6.2.        Seller has provided purchaser with all relevant information in connection with the preparation of Seller’s unaudited financial statements for the year of 2007 (the “2007 FS”). Neither the information nor any other statement or certificate made or delivered by the Seller in connection with the preparation of the 2007 FS contains any untrue statement of a fact or omits to state a fact necessary for the preparation of the 2007 FS. There is no fact or information relating to the business, prospects, condition (financial or otherwise), affairs, operations, or assets of the Seller known by the Seller, that has not been disclosed to the Purchaser in connection with the preparation of the October Balance Sheet.

    5.6.3.        Seller does not have any indebtedness or currently existing Liabilities of any kind with respect to the Purchased Assets, the Assumed Liabilities and the Business or otherwise, other than those set forth in Schedules 5.6 and Schedule 5.6.3. Schedules 5.6 and 5.6.3 include, inter alia, the names of the Persons (including, without limitation, any of the Seller’s former or current employees, shareholders, suppliers and any applicable Governmental Body) with respect to which each Liability is incurred (the “Creditors”).

    5.8.1.        There has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets;

    5.8.2.        Seller has not sold, leased, transferred, assigned, conveyed or otherwise disposed of any of its respective assets of the Business (whether tangible or intangible);

    5.8.3.        Seller has not mortgaged, pledged or subjected to any Lien any of the Purchased Assets, or acquired any assets used or held for use in the Business;

    5.8.4.        Seller has not granted any license or sublicense of any rights under or with respect to the Transferred Intellectual Property;

    5.8.5.        Seller has not made any loan (other than advances of expenses) or entered into any other transaction with Employees or its Affiliates, has not granted any bonuses to such Employees or increased the compensation of any Employee; and

    5.8.6.        Seller has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 5.8.

     5.9.1.        Schedule 5.9.1 sets forth an accurate and complete list of all Patents, registered Marks, pending applications for registrations of any Marks, unregistered Marks used since January 1, 2002, registered Copyrights and pending applications for the registration of Copyrights which are included in the Transferred Intellectual Property. Schedule 5.9.1 lists all of the jurisdictions in which each such item of Transferred Intellectual Property has been issued or registered or in which any such application for such issuance or registration has been filed. Each item of Transferred Intellectual Property is valid and subsisting, and has not been abandoned or passed into the public domain.

    5.9.2.        Except as disclosed on Schedule 5.9.2, Seller is the sole and exclusive owner of all right, title and interest in and to all the Transferred Intellectual Property, including the Patents, the Marks, the Copyright and the Software included therein. All Transferred Intellectual Property either (i) was invented or created by employees of Seller, acting within the scope of their employment, or by Third Parties (including consultants, independent contractors, representatives, former employees or agents of Seller), all of which employees and Third Parties have validly and irrevocably assigned all of their rights, title and interest including Intellectual Property rights therein, to Seller or the Subsidiaries, and no Third Party (including any employee of Seller) owns or has any rights, title and interest to any of such Transferred Intellectual Property, or (ii) is duly and validly licensed to Seller or any of the Subsidiaries for use, license or sale in the manner currently used, licensed or sold by Seller or the Subsidiaries in the operation of the Business, as it is currently conducted, in either case, free and clear of all Liens or obligations to others (except for such obligations to customers under agreements specified in Schedule 5.9.5). Except as disclosed on Schedule 5.9.2, no Person who has licensed any Transferred Intellectual Property to Seller or any of the Subsidiaries has any ownership rights or license rights to improvements or derivative works made by Seller or any of the Subsidiaries with respect to such Transferred Intellectual Property.

    5.9.3.        The operation of the Business as currently conducted, including the use of the Transferred Intellectual Property in connection with the Business, and the present business practices and methods of Seller and the Subsidiaries as part of the Business, do not infringe, misappropriate or constitute the unauthorized use of any Intellectual Property of any Person, violate the right to privacy or publicity of any person, defame or libel any Person, constitute unfair competition or trade practices under the laws of any jurisdiction, and do not violate, infringe, misappropriate or constitute an unauthorized use, of any other right of any Person. The Transferred Intellectual Property, including the Purchased Intellectual Property Licenses, include all of the Intellectual Property currently used by Seller in the Business as currently conducted, and in Seller’s reasonable business judgment, the Transferred Intellectual Property, including the Purchased Intellectual Property Licenses, constitute Intellectual Property which is sufficient to conduct the Business as currently being conducted, without giving effect to any intended use by Purchaser after the Closing that is in any material way different from the conduct of the business by Seller prior to Closing.

    5.9.4.        Except with respect to licenses of commercial off-the-shelf Software, and except pursuant to the Purchased Intellectual Property Licenses listed on Schedule 5.9.5, Seller is not required, obligated, or under any Liability, to make any payments by way of royalties, fees or otherwise to any owner, licensor of, or other claimant to any Transferred Intellectual Property, or to any other person, with respect to the use thereof or in connection with the conduct of the Business as currently conducted.

     5.9.5.        Schedule 5.9.5 sets forth a complete and accurate list of all material Contracts currently in effect to which Seller is a party which are related to the Business (i) consisting of any Purchased Intellectual Property Licenses, (ii) pursuant to which Seller has granted to any Third Party any right to use, license or sell any of the Transferred Intellectual Property, (iii) containing a covenant limiting the ability of the Seller to exploit any of the Transferred Intellectual Property or (iv) containing an agreement to indemnify any Person against any claim that the use or other exploitation of the Transferred Intellectual Property by such Third Party violates, infringes, misappropriates or constitutes an unauthorized use of any Intellectual Property rights or any other rights of any Person.

    5.9.6.        Each of the Purchased Intellectual Property Licenses is in full force and effect and, is the legal, valid and binding obligation of the parties thereto, enforceable against Seller, or to the Knowledge of Seller against the other parties thereto, in accordance with its terms. Seller is not in material default under any Purchased Intellectual Property License, nor, to the Knowledge of Seller, is any other party to a Purchased Intellectual Property License in material default thereunder, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. No party to any of the Purchased Intellectual Property Licenses has exercised any termination rights with respect thereto.

    5.9.7.        No Transferred Trade Secret relating to the Business as presently conducted has been authorized to be disclosed or has been actually disclosed by Seller to any employee, Affiliate or any Third Party other than pursuant to a non-disclosure agreement restricting the disclosure and use of such Transferred Trade Secret. Seller has taken reasonable security measures to protect the secrecy, confidentiality and value of all the Trade Secrets of Seller that constitute part of the Transferred Intellectual Property and any other non-public, proprietary information, including invention disclosures, not covered by any Patents owned by Seller that constitute part of the Transferred Intellectual Property, which measures are reasonable in the industry in which Seller operate. Except as set forth in Schedule 5.9.7, each employee, consultant, independent contractor, representative and agent of Seller that was engaged in the past three years has entered into a written non-disclosure and invention assignment agreement with Seller.

    5.9.8.        As of the date hereof, Seller is not the subject of any pending Legal Proceeding brought by any Person against Seller, or to the Knowledge of Seller, any threatened Legal Proceedings which involves a claim of infringement, unauthorized use, or violation of any Intellectual Property or other right, or which challenges the ownership, use, validity or enforceability of any Transferred Intellectual Property or to Seller’s Knowledge any Purchased Intellectual Property Licenses. Seller has not received written (including, without limitation, by electronic mail) notice of any such threatened claim against Seller of infringement, unauthorized use, or violation of any Intellectual Property or other right, or challenging the ownership, use, validity or enforceability of any Transferred Intellectual Property or any Purchased Intellectual Property Licenses.

    5.9.9.        Seller has no Knowledge of any facts or information that: (i) would render any Transferred Intellectual Property or any Purchased Intellectual Property License invalid or unenforceable, or (ii) would adversely affect or impede the ability of Seller to use any Transferred Intellectual Property or any Purchased Intellectual Property Licenses in the conduct of the Business as it is currently conducted. Seller has no Knowledge of any misrepresentation or failure to disclose, any fact or circumstances in any application or other filing with respect to, any Transferred Intellectual Property that would constitute fraud or a misrepresentation with respect to such application or other filing or that to Seller’s Knowledge would otherwise affect the validity or enforceability of any registration with respect to any Transferred Intellectual Property.

    5.9.10.        All registration, maintenance, renewal or any other fees in connection with each item of Transferred Intellectual Property have been paid, and all material documents and certificates in connection with Transferred Intellectual Property have been filed with the relevant authorities for the purpose of maintaining the registrations, recordation, filings and effectiveness with respect to any Transferred Intellectual Property. There are no actions that must be taken by Seller, or the Purchaser within forty five (45) days following the Closing Date, including the payment of any registration, maintenance or renewal fees or the filing of any responses to office actions, documents, applications or certificates for the purposes of obtaining, maintaining, perfecting, preserving or renewing any Transferred Intellectual Property registered in, or for which application was made. To the maximum extent provided for by, and in accordance with, Laws, Seller has recorded in a timely manner each assignment of registered Transferred Intellectual Property assigned to Seller with the relevant governmental authority, including the United States Patent and Trademark Office or their respective counterparts in any relevant foreign jurisdiction, as the case may be.

    5.9.11.        To the Knowledge of Seller, no Person is infringing, violating, misusing or misappropriating any Transferred Intellectual Property of Seller or to Seller’s Knowledge any Purchased Intellectual Property Licenses, and no such claims have been made in writing against any Person by Seller.

    5.9.12.        There are no Orders to which Seller is a party or by which Seller is bound which restrict the rights to use any of the Transferred Intellectual Property or any Purchased Intellectual Property Licenses.

    5.9.13.        The consummation of the transactions contemplated hereby will not result in the loss or impairment of Purchaser’s right to own or use any portion of the Transferred Intellectual Property or any Purchased Intellectual Property Licenses, assuming receipt of the consents under such Purchased Intellectual Property Licenses specified in Appendix 1-31.

    5.9.14.        To Seller’s Knowledge, no present or former employee, consultant, independent representative, agent or contractor of Seller has any right, title, or interest, directly or indirectly, in whole or in part, in any Transferred Intellectual Property. To the Knowledge of Seller, no employee, consultant, independent representative, agent or contractor of Seller is, as a result of or in the course of such employee’s, consultant’s or independent contractor’s engagement by Seller in connection with the Transferred Intellectual Property, in default or breach of any material term of any non-disclosure agreement, assignment of invention agreement or similar agreement.

     5.9.15.        Schedule 5.9.15 sets forth (i) a complete and accurate list of all Software that is owned exclusively by Seller and is used in the operation of the Business and (ii) a complete and accurate list of all Software that is used by Seller in the operation of the Business that is not exclusively owned by Seller, except for standard off the shelf Software.

    5.9.16.        The Software referred to in clause (i) of Section 5.9.15 operate in a manner which is substantially in conformity and compliance with all specifications relating thereto or to the design, performance, operation, test, support and maintenance of such Software, and other documentation relating to such technical specifications. All Software included as Purchased Assets shall be delivered at Closing (i) free of any viruses, including any Trojan horse, worm, harmful or disruptive component, or computer programming code intentionally constructed to damage, interfere with or otherwise adversely effect other codes, computer programs, data files or operations, and (ii) free of any code that would disable or shut down, in whole or in part, any material computer program, including any device or method that permits any person to circumvent the normal security of the Software.

     5.9.17.        Schedule 5.9.17 sets forth a complete list of all Contracts pursuant to which any source code that relates to, or is part of, any Transferred Intellectual Property has been placed in escrow for the benefit of any Third Party. Neither the execution of this Agreement, the Seller Documents nor any of the transactions contemplated hereby or thereby will cause the release of or give any Person the right to demand any source code or other data or information from any escrow agreement or similar arrangement to which the Seller is party and which relate to or is part of any Transferred Intellectual Property.

    5.9.18.        Except as set forth in Schedule 5.9.18, Seller does not use or has the right to use any Software which is “open source” or “free software” or subject to any public license or to any license the terms of which are analogous to the foregoing, under the terms of which it may be required to, among others, disclose or distribute any such Intellectual Property in source code form, to license any such Intellectual Property for the purpose of making derivative works, or to distribute any such Intellectual Property without charge

     5.9.19.        Schedule 5.9.19 contains a list of all research and development projects currently in progress which are conducted by Seller that relate both to the Business.

     5.11.1.        Schedule 5.11.1 contains a list of the names of all the employees who are employed by Seller in connection with the Business (the “Employees”), and all consultants who are providing services to the Seller in connection with the Business (the “Consultants”), including their title, their employment start date, and the terms of their employment including salaries, social and other benefits and entitlements. Except as disclosed in Schedule 5.11.1, Seller is not in default with respect to any of its obligations relating to the salaries or benefits owed to the Employees or the Consultants. All Employees involved in the Business are engaged by the Seller, and other than the Employees, there are no other employees or consultants involved in the Business and engaged by the Seller.

    5.11.2.        Seller is not a party to any collective bargaining agreement with any labor union applicable to the Employees. To the best of Seller’s Knowledge there are no representation or certification proceedings or petitions seeking a representation or certification proceeding pending or threatened to be brought or filed with any labor relations tribunal involving the Employees.

    5.11.3.        Except as set forth in Schedule 5.11.3, there are no grievances, unfair labor practices or employment discrimination charges, complaints or claims of the employees against Seller that is either pending, or, to the best of Seller’s Knowledge, threatened before any Governmental Body.

    5.11.4.        No Employee is or will be entitled to any compensation, bonus, severance pay or any other benefits or entitlements on account of or resulting from any action taken by Seller in connection with any of the transactions contemplated under the Agreement or on account of or resulting from the termination of any Employees or their recruitment by the Purchaser except (i) as set forth in Schedule 5.11.4, (ii) rights and benefits provided under applicable Law but solely to the extent so provided in such applicable Laws, and (iii) amounts due from Seller Employee Plans which have been fully funded and will be payable solely by such Employee Plans.

     5.11.5.        Schedule 5.11.5 contains an accurate and complete list of each Employee Plan and each Employee Agreement. Seller has made available to the Purchaser or its counsel true, complete and correct copies of (i) the most recent plan documents, adoption agreements, summary plan descriptions, and all amendments thereto for each Employee Plan, and (ii) the most recent actuarial and audit reports for each Employee Plan for which such reports are available.

    5.11.6.        Each Employee Plan, including plans maintained for the benefit of Employees outside of Israel, has been established and maintained in accordance with its terms and all applicable Laws and (i) all contributions to each such Employee Plan required through the Closing Date have been and will be made by Seller, (iii) each Employee Plan is either fully funded (or fully insured) based upon generally accepted local actuarial and accounting practices and procedures or adequate accruals for each Employee Plan have been made in Seller’s financial statements in accordance with GAAP, (iii) there are no judicial, regulatory, arbitration or similar proceedings, inquiries, investigations or audits pending, or, to the Seller’s knowledge, threatened or anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan; (iv)  Seller is not subject to any penalty or Tax with respect to any Employee Plan and (v) no event has occurred and no condition or circumstance has existed or exists which may reasonably be expected to result in the disqualification of such Employee Plan.

    5.11.7.        Except as set forth on Schedule 5.11.7 , all amounts that Seller is legally or contractually required either (i) to deduct from any Employee’s salary or to transfer to such Employee’s pension or provident, life insurance, incapacity insurance, continuing education fund or other similar fund or (ii) to withhold from any Employee’s salary and pay to any Governmental Body as required by applicable Laws have, in each case, been duly deducted, transferred, withheld and paid, and Seller does not have any outstanding obligation to make any such deduction, transfer, withholding or payment.

     5.12.        Litigation. Except as set forth on Schedule 5.12, there is no Legal Proceeding or governmental investigation pending or, to the Knowledge of Seller, threatened by or against Seller (including without limitation, any claims for assessment or collection of Taxes on any Purchased Assets) or that seeks to impair, prohibit or restrain the ability of Seller to enter into this Agreement or any Seller Document, as applicable, or to consummate any of the transactions contemplated hereby or thereby and (ii) Seller is not subject to any Order, and to the Knowledge of Seller, there are no Orders threatened to be imposed on Seller in respect of the Business or any Purchased Asset.

    5.13.1.        Except as set forth in Schedule 5.13, Seller is, and at all times has been, in compliance in all material respects with all Laws applicable to the Business or the Purchased Assets. Seller has not received any written or other notice of or been charged with the violation of any Law affecting the Business or the Purchased Assets. To the Knowledge of Seller, Seller is not under investigation with respect to the violation of any Laws affecting the Business or the Purchased Assets.

    5.13.2.        Seller holds all Permits which are required for the operation of the Business as currently conducted. Seller is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) in any material respect of any term, condition or provision of any such Permit.

     5.15.1.        Schedule 5.15.1 sets forth the Seller’s expected Backlog, deferred revenues and Purchased Accounts Receivable of the Business as of December 31, 2007, all of which form part of the Purchased Assets.

    5.15.2.        All the Purchased Accounts Receivable have arisen from bona fide transactions in the ordinary course of business. All the Purchased Accounts Receivable reflected on the Financial Statements and Schedule 5.15.1 hereto were recorded in a manner consistent with past practice and in accordance with GAAP consistently applied. Seller has not taken any action to cause the Purchased Accounts Receivables not to be collectible in accordance with their terms, such as waiver or extension of payment terms. All goods and services to be delivered underlying the Purchased Accounts Receivable have been fully and timely delivered in accordance with their respective terms. None of the Purchased Accounts Receivable (i) are subject to any setoffs or counterclaims or (ii) for goods and services on sale or return basis or other repurchase arrangements.

     5.17.1.        Schedule 5.17 sets forth a list of all customers of the Business during the period from January 1, 2006 to June 30 , 2007 and all suppliers that Seller believes are the major suppliers of the Business.

    5.17.2.        Except as set force in Schedule 5.17.2, since January 1, 2006, no customer or supplier of the Business listed in Schedule 5.17 has terminated its relationship with Seller or materially reduced or changed the pricing or other terms of its business with Seller and no customer or supplier listed on Schedule 5.17 has indicated to Seller that it intends to terminate or materially reduce the scope or pricing terms of its business with Seller.

    5.17.3.        To Seller’s best Knowledge, and after having conducted a thorough investigation, except as set force in Schedule 5.17.3, Seller is not in default under any oral or written contract with any customer, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder.

     5.17.4.        Schedule 5.17.4 lists Seller’s installed base of systems in the Business, by customer, including location of each system, date of installation, and warranty and service obligations.

    5.17.5.        Seller has made available to Purchaser copies of all Contracts currently outstanding between Seller and customers of Seller in the Business and all other Contracts of Seller that, are relevant for the continuation of the Business by Purchaser. Seller has also used commercially reasonable efforts to provide Purchaser with information regarding ongoing contacts with potential customers.

    5.18.1.        Except as set forth on Schedule 5.18, each product manufactured, sold or delivered by Seller under any Purchased Contract has been in conformity with all product specifications and all express and implied warranties. Seller does not have any Liability for replacement or repair of any such products or other damages in connection therewith or any other customer or product obligations. Seller has provided Purchaser with true and complete copies of all warranties, warranty policies, service and maintenance agreements related to the Purchased Assets and Assumed Liabilities. All such warranties are in conformity with the requirements of applicable Laws. Schedule 5.18 sets forth a true and accurate list of all warranty claims in respect of the Business or the Purchased Assets since January 1, 2006 requiring from Seller either disconnection of a product, replacement of a product or payment of damages or penalties (whether liquidated or not).

    5.18.2.        Seller has not, in conducting the Business committed any act or failed to commit any act, which resulted in, and there has been no occurrence which gives rise to or form the basis of, any product and professional Liability or Liability for breach of warranty (whether covered by insurance or not) on the part of Seller with respect to products included in the Business and that were designed, manufactured, assembled, repaired, maintained, delivered or installed or services rendered prior to the Closing.

    6.3.1.        Neither of the execution and delivery by Purchaser of this Agreement and of Purchaser Documents, nor the compliance by Purchaser with any of the provisions hereof or thereof will (i) conflict with, or result in a violation of, any provision of the organizational documents of Purchaser, (ii) violate any statute, rule, regulation or Order of any Governmental Body by which Purchaser is bound, or (iii) any applicable Law.

    6.3.2.        No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof.

    7.2.1.        From and after the date hereof and until the Closing Date, except as otherwise expressly provided by this Agreement or with the prior written consent of Purchaser, which shall not be unreasonably withheld, Seller shall:

    7.2.1.1.        use their reasonable commercial efforts to (A) preserve the present Business operations, organization (including all Employees) and goodwill of the Business and (B) preserve the present relationships with Persons having business dealings with Seller in the conduct of, or relating to, the Business, including customers and suppliers;

    7.2.1.2.        maintain (A) all of the Purchased Assets in their current condition, ordinary wear and tear excepted and (B) insurance upon all of the Purchased Assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement;

    7.2.1.3.        (A) maintain the books, accounts and records of Seller relating to the Business in the ordinary course of business, (B) continue to collect accounts receivable and pay accounts payable and other Liabilities and Taxes consistent with past practice in the Ordinary Course of Business, utilizing normal procedures and without materially discounting or accelerating payment of such accounts, and (C) comply with all material contractual and other obligations applicable to the operation of the Business, including those included in the Purchased Contracts;

    7.2.1.4.        maintain all Permits relating to the Business in full force and effect;

    7.2.1.5.        provide Purchaser with prompt notice of any material damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets or any other event that could reasonably be expected to have a Material Adverse Effect;

    7.2.1.6.        pay all maintenance and similar fees and take all other appropriate actions as necessary to prevent the abandonment, loss or impairment of all Transferred Intellectual Property;

    7.2.1.7.        comply in all material respects with all applicable Laws; and consult with Purchaser regarding all material terms including financial terms of all negotiations with customers of the Business for the supply of goods or services or in preparation of responses to RFP’s or bids for tenders in connection with the Business, it being clarified that Purchaser shall have no veto rights with respect thereto, however, Purchaser shall have no obligation to assume any proposal that was not so approved by Purchaser;

    7.2.1.8.        not take any action which would adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement.

    7.2.2.        Except as otherwise expressly provided by this Agreement or with the prior written consent of Purchaser, which shall not be unreasonably withheld, Seller shall not:

    7.2.2.1.        hire any new employee to serve in the Business or, except as required under this Agreement, terminate any Employee, or, except as may be required pursuant to any applicable Law, (A) increase the level of compensation of any Employee, (B) increase the coverage or benefits available under any (or create any new) Employee Plan made to, for, or with any of the Employees or otherwise modify or amend or terminate any such Employee Plan, , or (C) enter into any employment, deferred compensation, severance, consulting or similar agreement (or amend any such agreement) to which Seller is a party or involving Employee in his or her capacity as an Employee;

    7.2.2.2.        subject the Purchased Assets to any Lien or otherwise encumber or permit, allow or suffer to be encumbered, any of the Purchased Assets (whether tangible or intangible), except under any applicable Law;

    7.2.2.3.        acquire any material properties or assets in connection with the Business or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the Purchased Assets ;

    7.2.2.4.        enter into or agree to enter into any merger or consolidation with any corporation or other entity;

    7.2.2.5.        cancel or compromise any debt or claim or waive or release any material right of Seller in respect of the Purchased Assets;

    7.2.2.6.        enter into any commitment for capital expenditures relating to the Business in excess of $1,000 for any individual commitment and $5,000 for all commitments in the aggregate;

    7.2.2.7.        make any expenditures in excess of $1,000 for any individual expenditure and $10,000 for all expenditures in the aggregate, provided however, that Seller shall be allowed to make the following expenditures which shall not be counted towards the abovementioned caps:payment of monthly rent in accordance with Seller’s currently in force lease agreement, and payment of municipality property tax (‘Arnona’) and utilities fess (i.e., electricity, water, telephone and internet);

    7.2.2.8.        introduce any material change with respect to the operation of the Business, including any material change in the types, nature, composition or quality of products or services, or make any material change in product specifications or terms of distributions of such products;

    7.2.2.9.        enter into any transaction relating to the Business which is not in the ordinary course of business or modify or renew any Purchased Contract;

    7.2.2.10.        enter into any Contract;

    7.2.2.11.        Terminate, materially amend, restate, supplement or waive any material rights under any (A) Material Contract or Purchased Intellectual Property License or (B) Permit;

    7.2.2.12.        make or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any amendment to a Tax Return, enter into any 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, in each case related primarily to the Business, the Purchased Assets or the Assumed Liabilities, except, in each case, with respect to any of the foregoing that relates to the Taxes payable in connection with this transaction, provided that, Purchaser shall not unreasonably withhold its consent to the making or changing of such election if such election could not have a material adverse effect on the Seller and/or the Purchaser; or

    7.2.2.13.        agree to do anything prohibited by this Section 7.2.2

    7.3.1.        As promptly as practicable after the execution and delivery of this Agreement, the Seller will take prompt actions to dispose of all its Liabilities and bring the Seller to an orderly shut down.

    7.3.2.        Immediately after the Closing, the Seller shall take all required actions in order to liquidate the Seller, including without limitation, obtaining board consent and convening an extraordinary shareholders meeting for the purpose of approving such liquidation and the appointment of the liquidator, to the extent applicable.

    7.6.1.        In order that the Purchaser may have and enjoy the full benefit of the Purchased Assets, Seller, shall not, directly or indirectly, from the Closing Date hereof until the expiration of 24 (twenty four) months after the Closing (the “Non-Compete Period”): (i) own, manage operate, finance, join, control or participate in the ownership, management, financing, operation, business or control of or otherwise be involved in any way in any business or Person anywhere in the world that at any time during the Non-Compete Period: (a) engages in the developing, producing, offering, distributing, selling or supporting of products or services similar to, or directly or indirectly competitive with, the products and services that are included in the Business, as conducted and as proposed to be conducted; (b) engages in any activity concerning Intellectual Property that is competitive with the Transferred Intellectual Property or any other technology developed or contemplated to be developed by the Purchaser during the Non-Compete Period, in each case, which are directly or indirectly related to, derived from, on the basis of, or resulting from, directly or indirectly, the Transferred Intellectual Property; or (c) is otherwise directly or indirectly competing with the Purchaser or any of its Subsidiaries; or (ii) initiate or maintain any contact with any Person associated with Seller in the past and/or the present regarding all matters relating to the Purchased Assets in a manner that interferes with the use of the Purchased Assets by Purchaser after Closing. The Seller acknowledges that the consideration received by the Seller hereunder is paid in consideration, in part, for the non-compete obligations hereunder and that in light of the nature of this transaction, the interest that the Seller has in the success of the Purchaser and the critical significance of the non-compete covenant to the Purchaser’s business and to its willingness to enter into this Agreement and pay the Purchase Price, the non-compete covenant is reasonable and fair in the circumstances.

    7.6.2.        To the extent the Company is not liquidated prior to the expiration of 24 (twenty four) months after the Closing, the Seller shall not, until the expiration of 24 (twenty four) months after the Closing, and shall cause all the Affiliates directly or indirectly controlled by Seller not to: (i) cause, solicit, induce or encourage any Employees who become employees of Purchaser (or any Affiliate thereof) to leave such employment or otherwise engage any such individual, provided that nothing herein shall be deemed to be a limitation on soliciting, retaining or engaging such person if the termination of his or her engagement by Purchaser or its Affiliates was not the result of a prohibited solicitation hereunder, provided that a period of at least 90 days after such termination has elapsed; (ii) solicit, induce or encourage any Employees who shall have received offers of engagement by Purchaser and have refused such offers, to become or continue to be employees or consultants of Seller, provided that such restriction shall expire 180 days after the later of Closing or termination of such Employees by Seller, or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former customer of Seller and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a business relationship with the Business, to terminate or adversely modify any such actual or prospective relationship. In addition, to the extent that, during the period of three years after Closing, Seller is approached by any potential customer in the Business, then Seller shall refer such potential customer to the Purchaser.

    7.6.3.        From and after the date hereof, Seller shall not and shall cause their respective Affiliates controlled by them and their respective employees, officers and directors not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized employees, officers and directors of Seller or use or otherwise exploit for its own benefit or for the benefit of anyone other than the Purchaser, any Purchaser Related Confidential Information.

    7.6.4.        The covenants and undertakings contained in this Section 7.6 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 7.6 will cause irreparable injury to the Purchaser, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Therefore, the Purchaser will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 7.6. The rights and remedies provided by this Section 7.6 are cumulative and in addition to any other rights and remedies which Purchaser may have hereunder or at Law or in equity. In the event that Purchaser were to seek damages for any breach of this Section 7.6, the portion of the Purchase Price which is allocated by the parties to the foregoing covenant shall not be considered a measure of or limit on such damages.

    7.6.5.        The parties hereto agree that, if any court of competent jurisdiction in a final non-appealable judgment determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 7.6 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party.

    9.1.1.        the representations and warranties of Seller set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date);

    9.1.2.        Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by it prior to the Closing Date and Purchaser shall have received copies of such board and stockholders’ resolutions of Seller approving this Agreement and the transactions contemplated hereby;

    9.1.3.        (i) no Legal Proceedings shall have been instituted against Seller or Purchaser seeking to substantially restrain or prohibit the consummation of the transactions contemplated hereby, and (ii) no written legal threat thereof shall be outstanding which is reasonably likely to be successful, and (iii) there shall not be in effect any Order by or any objection from a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or objecting to the consummation of the transactions contemplated hereby;

    9.1.4.        the parties hereto shall have obtained any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body or Third Party, including without limitation, those Third Parties listed in Schedule 5.5, required to be obtained or made in connection with the execution and delivery of this Agreement or the performance of the transactions contemplated herein; all in a form reasonably satisfactory to Purchaser;

    9.1.5.        each and every one of those Employees listed on Exhibit 8.2 shall have entered into a binding employment agreement with Purchaser or any Affiliate thereof;

    9.1.6.        each and every one of those Employees who are employed by Seller upon execution of this Agreement and who shall not have, by Closing, signed an employment agreement with Purchaser, shall have entered into a binding non-compete agreement with Purchaser or any Affiliate thereof, in the form attached hereto as Exhibit 9.1.6 or substantially similar thereto;

    9.1.7.        there shall not have occurred a Material Adverse Effect;

    9.1.8.        the Purchaser shall have received all closing deliverables as set forth in Section 4.2.1 in form and substance acceptable to the Purchaser;

    9.1.9.        the Purchaser shall have received an executed resolution of the Seller’s shareholders, approving, subject to Closing, the change of the name of the Seller to any other name that is not substantially similar or confusingly similar to Seller’s current name; and

    9.1.10.        No customer has terminated its relationship with Seller or materially reduced or changed the pricing or other terms of its business with Seller and no customer has indicated to Seller that it intends to terminate or materially reduce the scope or pricing terms of its business with Seller.

    9.1.11.        Seller shall have paid in full all payments required to be made to Third Parties in connection with the purchase of any Third Party Software, Hardware or services which are required to be delivered to any customer of the Seller under any Purchased Contract and for which payment has been received or will be received prior to the Closing by Seller [this may be part of the payments list.

    9.2.1.        The representations and warranties of Purchaser set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date);

    9.2.2.        Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date;

    9.2.3.        (i) no Legal Proceedings shall have been instituted against Seller or Purchaser seeking to substantially restrain or prohibit the consummation of the transactions contemplated hereby, and (ii) there shall not be in effect any Order by or any objection from a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or objecting to the consummation of the transactions contemplated hereby;

    9.2.4.        the parties hereto shall have obtained the consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body required to be obtained or made in connection with the execution and delivery of this Agreement or the performance of the transactions contemplated herein in a form reasonably satisfactory to Seller; and

    9.2.5.        the Seller shall have received all closing deliverables as set forth in Section 4.2.2 in form and substance acceptable to the Seller.

    10.2.1.        any and all direct losses, liabilities, obligations, direct damages, costs and expenses (individually, a “Loss” and, collectively, “Losses”) based on, arising under or resulting from the failure of any representation or warranty of Seller set forth in this Agreement or in any Seller Document, to be true and correct at the date hereof and at the Closing Date;

    10.2.2.        any and all Losses based on, arising under or resulting from the breach of any covenant or other agreement on the part of Seller under this Agreement or any Seller Document;

    10.2.3.        any and all Losses based on, arising under or resulting from any Excluded Asset or any Excluded Liability; and

    10.2.4.        any and all notices, actions, suits, proceedings, claims, demands, assessments, judgments, costs, penalties and expenses, including reasonable attorneys’ and other professionals’ fees and disbursements (collectively, “Expenses”) incident to any and all Losses with respect to which indemnification is provided hereunder.

     10.3.1.        Legal Proceedings. In the event that any Legal Proceedings shall be instituted or that any claim or demand (“Claim”) shall be asserted by any Person in respect of which payment may be sought under Section 10.2 hereof, the indemnified party shall reasonably and promptly cause written notice of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party; provided, however, that the failure to give any such notice shall not release the indemnifying party from any obligations hereunder except to the extent it is actually prejudiced thereby. The indemnifying party shall have the right, at its sole expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, it shall within fifteen (15) days (or sooner, if the nature of the Claim so requires) notify the indemnified party of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder or fails to notify the indemnified party of its election as herein provided, the indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim pursuant to the preceding sentence, then the indemnifying party shall reimburse the indemnified party for the Expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at its own expense, in the defense of such Claim; provided, however, that such indemnified party shall be entitled to participate in any such defense with one separate counsel at the expense of the indemnifying party if so requested by the indemnifying party to participate. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Claim. Notwithstanding anything in this Section 10.3 to the contrary, neither the indemnifying party nor the indemnified party shall, without the written consent of the other party, settle or compromise any indemnifiable Claim or permit a default or consent to entry of any judgment unless the settlement consists exclusively of the payment of money damages and the claimant and such party provide to such other party an unqualified release from all liability in respect of the indemnifiable Claim.

     10.3.2.        Escrow Fund. NIS 2,000,000 out of the Purchase Price (the “Escrow Fund”) shall be deposited with the Escrow Agent at Closing, and shall be used as a primary source for Purchaser Indemnified Parties to recover any amount to which they may be entitled from Seller according to this Agreement. The use of the Escrow Fund shall be governed by the Escrow Agreement.

     10.3.3.        Tax Treatment of Indemnity Payments. Seller and Purchaser agree to treat any indemnity payment made pursuant to this Section 10 as an adjustment to the Purchase Price for all Tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment received by the Purchaser is determined to be taxable by any Taxing Authority, the Seller shall also indemnify the Purchaser for any Taxes incurred by reason of the receipt of such payment and any Expenses incurred by the Purchaser, in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

    11.1.1.        Seller shall be solely liable for any capital or income tax which may be imposed on it in connection with the transaction contemplated hereby.

    11.1.2.        Except as otherwise provided in this Agreement, as among the parties hereto, (i) the Seller shall be responsible for and pay all Taxes levied or imposed upon, or in connection with, the Purchased Assets or the conduct or operation of the Business on or before the Closing Date, (ii) Purchaser shall be responsible for and pay all Taxes incurred in connection with the use of the Purchased Assets by Purchaser after the Closing Date.