Incredimail 2011 Annual Report Download - page 175

(e)
To the Knowledge of the Company, none of its employees, officers or directors are obligated under any Contract, or subject to any
judgment, decree or order of any court or administrative agency that restrict such person from performing his duties for the Company and/or will render the Company
Intellectual Property infringing or in violation of such Contract or that would conflict with the Company’
s business as conducted or Currently Proposed to be
Conducted. It currently is not, and, to the Knowledge of the Company, will not in connection with the Company’
s business as currently conducted or Currently
Proposed to be Conducted, become necessary to utilize any inventions, and specifically, inventions covered by patents or patent applications, of any current or former
Service Provider (or people the Company currently intends to hire) made prior to their service with the Company, other than those that have been assigned to the
Company pursuant to valid instruments of assignment.
(f) Part 2.9(f)
of the Disclosure Schedule lists all Intellectual Property Rights that are the subject of an application or registration filed or
recorded with any public legal authority by or on behalf of the Company worldwide (“ Registered Intellectual Property Rights ”)
and the jurisdictions in which it
has been issued or registered or in which any application for such issuance and registration has been filed, or in which any other filing or recordation has been made;
and all actions that are required to be taken by the Company on or before December 15, 2011 with respect to such Intellectual Property Rights in order to avoid
abandonment of such Intellectual Property Rights, and identifies all third parties that share ownership rights to the Registered Intellectual Property Rights with the
Company. Each item of Registered Intellectual Property Rights is subsisting (or in the case of applications, applied for), all registration, maintenance and renewal fees
currently due in connection with such Registered Intellectual Property Rights have been paid and all documents, recordations and certificates in connection with such
Registered Intellectual Property Rights currently required to be filed have been filed with the patent, copyright, trademark or other authorities in the United States
and/or foreign jurisdictions in which the Registered Intellectual Property Rights are registered or applied for, as the case may be, for the purposes of prosecuting,
maintaining and perfecting such Registered Intellectual Property Rights and recording Company’s ownership interests therein.
(g) Part 2.9(g)(1)(i)
of the Disclosure Schedule lists all licenses, sublicenses, and other Contracts to which Company is a party and pursuant
to which any Person is authorized to use any Company Intellectual Property, other than (i) non-exclusive end-
user licenses to Company products granted in the
ordinary course of business for an annual consideration of less than $5,000 or non-exclusive "shrink wrap" or other form-
based generally, commercially available
licenses licensed for an annual fee of less than $1,000 per single user; (ii) standard terms governing third Person’s access to, and use of, the Company’
s website; and
(iii) confidentiality or non-disclosure agreements entered into in the ordinary course of business. Part 2.9(g)(1)(ii)
of the Disclosure Schedule lists all licenses,
sublicenses, and other Contracts to which Company is a party and pursuant to which Company is authorized to use Intellectual Property Rights of any third party,
other than (i) non-
exclusive licenses to Intellectual Property Rights owned by a third Person granted to Company in the ordinary course of business for an annual
consideration of less than $5,000; (ii) standard end user contracts for “shrink wrap” or other form-
based generally, commercially available licensed software not in
excess of $1,000 per seat; (iii) nonexclusive licenses under which the Company uses any “free” or “open source” software; and (iv) confidentiality or non-
disclosure
agreements entered into in the ordinary course of business (collectively hereinafter: " Immaterial License-In Contracts "). Each of the Contracts listed in Part 2.9(g)
(1)(i) or (ii)
of the Disclosure Schedule is in full force and effect and is a valid and binding obligation of Company. The Company is not in material default of any
license, sublicense, or Contract listed in Part 2.9(g)(1)(i) or (ii)
of the Disclosure Schedule. The Company is not obligated to transfer or license any Company
Intellectual Property to a third Person, nor is the Company, as of the Closing obligated to transfer or license any Intellectual Property Rights later obtained by the
Company, to a third Person, nor will the consummation of the transactions contemplated by this Agreement violate or result in material breach, modification or
termination of any Contract listed in Part 2.9(g)(1)(i) or (ii)
of the Disclosure Schedule. The Company Intellectual Property and other Intellectual Property and
Intellectual Property Rights licensed to the Company constitutes all of the Intellectual Property Rights necessary to enable the Company to conduct its business in the
manner in which such business has been and is being conducted and Currently Proposed to be Conducted.
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