Incredimail 2012 Annual Report Download - page 247

2.6 Restrictions on Business Activities . There is no Contract, judgment, injunction, order or decree of or issued against the
Company or the Israeli Subsidiary that restricts or prohibits, purports to restrict or prohibit, has or would reasonably be expected to have,
whether before or after consummation of the Share Purchase, the effect of prohibiting, restricting or impairing any current or presently proposed
business practice of the Company or the Israeli Subsidiary, any acquisition of property by the Company or the Israeli Subsidiary or the conduct
or operation of Business or limiting the freedom of the Company or the Israeli Subsidiary to engage in the Business or any line of business, to
sell, license or otherwise distribute services or products in any market or geographic area, or to compete with any Person, including any grants
by the Company or the Israeli Subsidiary of exclusive rights or exclusive licenses.
2.7 Compliance with Laws; Governmental Permits .
(a) The Company and the Israeli Subsidiary have complied in all material respects with, are not in
violation of, any Legal Requirement (which for purposes of this section
2.7(a) shall not include matters covered in
Section
2.9(q)), including the Charter Documents. The Company and the Israeli Subsidiary have not received any notices
of violation with respect to any Legal Requirement, including the Charter Documents.
(b) The Company and the Israeli Subsidiary has obtained each national, local or foreign
governmental consent, license, permit, grant, or other authorization of a Governmental Entity (i) pursuant to which the
Company currently and the Israeli Subsidiary operates or holds any interest in any of its assets or properties or (ii) that is
required for the operation of the Company’
s or the Israeli Subsidiary business or the holding of any such interest (all of
the foregoing consents, licenses, permits, grants, and other authorizations, collectively, the “ Company Authorizations ”
),
and all of the Company Authorizations are in full force and effect. Schedule 2.7 (b)
of the Company Disclosure Letter
identifies each Company Authorization. Neither the Company nor the Israeli Subsidiary has received any notice or other
communication from any Governmental Entity regarding (i) any actual or possible violation of any Company
Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification
of any Company Authorization. The Company and the Israeli Subsidiary have complied with all of the terms of the
Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become
terminable, in whole or in part, as a result of the consummation of the transactions contemplated by this Agreement.
(c) Except as set forth in Schedule 2.7 (c)
of the Company Disclosure Letter the Company has
obtained all approvals necessary for (i) exporting and re-
exporting the Company Products in accordance with all
applicable export control regulations, and (ii) importing the Company Products into any country in which the Company
Products are now sold or licensed for use. All such export and import licenses and approvals throughout the world are
valid, current, outstanding and in full force and effect, and the Company and the Israeli Subsidiary are in compliance with
the terms of all such export and import licenses or approvals. Except as set forth in Schedule 2.7 (c)
of the Company
Disclosure Letter there are no pending Legal Proceedings, or threatened claims against the Company or the Israeli
Subsidiary with respect to such export and import licenses and approvals. There are no facts or circumstances which are
reasonably expected to result in a Legal Proceeding against the Company or the Israeli Subsidiary or any of its businesses
or assets or any of the directors or officers of the Company or the Israeli Subsidiary (in their capacity as directors or
officers of the Company or the Israeli Subsidiary), pertaining to export or import transactions. Neither the Company nor
the Israeli Subsidiary use or develop, or engage in, encryption technology, technology with military applications, or other
technology whose development, commercialization or export is restricted under applicable law, and no Company or Israeli
Subsidiary business requires the Company or the Israeli Subsidiary to obtain a license from the Israeli Ministry of Defense
or an authorized body thereof pursuant to Section 2(a) of the Control of Products and Services Declaration (Engagement
in Encryption), 1974, as amended or Control of Products and Services Order (Export of Warfare Equipment and Defense
Information), 1991, as amended.
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