Incredimail 2011 Annual Report Download - page 179

(xii) any (1) non-
disclosure, confidentiality, or similar agreement between the Company and any other Person not entered into in the
ordinary course of business or (2) assignment of invention, work for hire or similar agreement between the Company and any other Person, except to the extent any
such agreement is contained in an employment agreement between the Company and an Employee, a copy of which has been made available to counsel to the
Purchaser;
(xiii) any Contract with any Person with whom the Company does not deal at arm’s length; or
(xiv) any guarantee, support, indemnification, assumption or endorsement by the Company of, or any similar commitment by the
Company with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person, excluding
indemnification of directors and officers of the Company.
(b)
Each Material Agreement is in full force and effect, and is enforceable by the Company in accordance with its terms, subject to (i) laws
of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other
equitable remedies. The Company has no Knowledge of the invalidity of or grounds for rescission, avoidance or repudiation of any of the Material Agreements and the
Company has not received any notice of any intention to terminate any such agreement.
(c)
There are no Contracts in force restricting the competitive freedom of the Company to engage in any line of business or to compete with
any other Person, in each case which is material to the Company.
(d) The Company has made available to Purchaser accurate and complete copies of all written Material Agreements identified in Part 2.10
(a) of the Disclosure Schedule, including all amendments thereto.
(e) The Company has not violated or breached, or committed any default under, any Material Agreement, and, to the Company’
s
Knowledge, no other Person has violated or breached, or committed any default under, any Material Agreement. To the Company’
s Knowledge, no event has
occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, (A) result in a material
violation or breach of any of the provisions of any Material Agreement, (B) give any Person the right to declare a default or exercise any remedy under any Material
Agreement, (C) give any Person the right to accelerate the maturity or performance of any Material Agreement, or (D) give any Person the right to cancel, terminate or
modify any Material Agreement. The Company has not received any notice or other communication, or otherwise has Knowledge, regarding any actual or possible
material violation or breach of, or material default under, any Material Agreement and, to the Knowledge of the Company, no party to any of the Material Agreements
has made a claim to the effect that the Company has failed to perform a material obligation thereunder. The Company has not waived any of its rights in excess of
$5,000 under any Material Agreement.
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