Incredimail 2012 Annual Report Download - page 254

(l) Licenses; Agreements
. Neither the Company nor the Israeli Subsidiary has granted, nor is the
Company or the Israeli Subsidiary bound by, or a party to, any options, licenses or agreements of any kind relating to any
Company Owned Intellectual Property outside of normal nonexclusive licenses to use the Company Products in the
ordinary course (copies of which have been provided to Purchaser’
s counsel). Neither the Company nor the Israeli
Subsidiary is or may be obligated to pay any royalties or other payments to third parties with respect to the marketing,
sale, distribution, manufacture, license or use of any Company Products or Company Owned Intellectual Property or any
other property or rights. Neither the execution nor delivery of this Agreement will conflict with or result in a breach of the
terms, conditions, or provisions of, or constitute a default under, any contract, covenant, or instrument to which the
Company is a party.
(m) Other Intellectual Property Agreements
. With respect to the Company Intellectual Property
Agreements:
(i) The Company is not (and will not be as a result of the execution and delivery or effectiveness of this
Agreement or the performance of the Company’
s obligations under this Agreement), in material breach of any Company Intellectual Property
Agreement and the consummation of the transactions contemplated by this Agreement will not result in the modification, cancellation,
termination, suspension of, or acceleration of any payments, rights, obligations, or remedies with respect to any material Company Intellectual
Property Agreements, or give any non-Company party to any Company Intellectual Property Agreement the right to do any of the foregoing;
(ii) Immediately following Closing, Purchaser (through the Company) will be permitted to exercise all of the
Company’
s rights under the Company Intellectual Property Agreements to the same extent the Company would have been able to had the
transactions contemplated by this Agreement not occurred and without the payment of any additional amounts or consideration other than
ongoing fees, royalties or payments which the Company would otherwise be required to pay;
(iii) There are no unresolved disputes regarding the scope of any Company Intellectual Property Agreements, or
performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the
Company thereunder;
(iv) No Company Intellectual Property Agreement requires the Company to include any Third Party Intellectual
Property in any Company Product or obtain any Person’
s approval of any Company Product at any stage of development, licensing, distribution
or sale of that Company Product;
(v) None of the Company Intellectual Property Agreements grants any third party exclusive rights to or under
any Company Intellectual Property;
(vi) None of the Company Intellectual Property Agreements grants any third party the right to sublicense any
Company Intellectual Property;
(vii) The Company has obtained valid, written, perpetual non-
terminable (other than for cause) licenses
(sufficient for the conduct of the Business) to all Third Party Intellectual Property and for all Intellectual Property of another Person, included in
the Third Party Intellectual Property, that is incorporated into, integrated or bundled by the Company with any of the Company Products or
otherwise offered or made available by the Company, and such licenses are listed in Section 2.9(m)(vii) of the Company Disclosure Letter; and
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