Incredimail 2011 Annual Report Download - page 188

(c) To the Company’
s Knowledge, the Company has not done anything or suffered any damage which has rendered or might render any
policies of insurance taken out by it void or voidable or which might result in an increase in premiums or refusal of the insurer to renew them under customary terms
and conditions, and the Company has complied in all material respects with all conditions attached to such policies.
(d) There is no claim outstanding under any of such policies nor, to the best of the Company’
s Knowledge, are there any circumstances
likely to give rise to such a claim.
2.18 Related Party Transactions . Except as set forth in Part 2.18
of the Disclosure Schedule: (a) no Related Party has , and no Related Party has at
any time had, any direct or to the Company’
s Knowledge, indirect interest in any material asset used in or otherwise relating to the business of the Company; (b) no
Related Party is, or has at any time been, indebted to the Company; (c) no Related Party has entered into, or has had any direct or to the Company’
s Knowledge,
indirect financial interest in, any Material Agreement, transaction or business dealing involving the Company; (d) no Related Party is competing or has any time
competed directly or indirectly, with the Company; and (e) no Related Party has any claim or right against the Company (including indemnification agreements but
excluding rights to receive compensation and benefits for services performed as a Service Provider of the Company as set forth in Section 2.15 or reimbursements for
reasonable expenses incurred on behalf of the Company in the ordinary course of business and consistent with past practice). For purposes of this Section 2.18 each of
the following shall be deemed to be a “ Related Party ”: (
i) each Person that, directly or indirectly, controls the Company; (ii) each individual who is, or who has at
any time been, an officer or director of the Company or of any Person referred to in clause (i) above in the past 12 months; (iii) each Family Member (as defined in
Exhibit A ) of each of the individuals referred to in clauses “(i)” and “(ii)”
above; (iv) any trust or other Entity (other than the Company) in which any one of the
individuals referred to in clauses “(ii)” and “(iii)”
above holds (or in which more than one of such individuals collectively hold), beneficially or otherwise, a material
voting, proprietary or equity interest and (v) any Person that owns 5% or more of the Company’
s outstanding capital stock or has the right to appoint at least one
director of the Company.
2.19 Legal Proceedings; Orders .
(a) Except as set forth in Part 2.19
of the Disclosure Schedule, there is no pending Legal Proceeding (or any Legal Proceeding subject to
appeal) and, to the Company’
s Knowledge, no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or
used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that
questions the validity of this Agreement or the right of the Company to enter into the Agreement, or to consummate the transactions contemplated hereby, or that
might result in any change in the current equity ownership of the Company, nor to the Company’s Knowledge is there any basis for the foregoing. To the Company’
s
Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or
serve as a basis for the commencement of any such Legal Proceeding.
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