Incredimail 2012 Annual Report Download - page 261

(h) Delivery of Documents
. As applicable with respect to each Company Employee Plan
(excluding any Company Employee Plan of a type of pension arrangement and any other provident fund), the Company
has delivered to Purchaser: (i) correct and complete copies of all documents setting forth the terms of each Company
Employee Plan, including a summary of each unwritten Company Employee Plan and each Company Employee
Agreement, including all amendments thereto and all related trust documents; (ii) all written Contracts relating to
administrative service agreements, manpower contractors including their licenses and group insurance contracts; (iii) all
written materials provided to any Company Employee relating to any Company Employee Plan and any proposed
Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases
in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Company
or the Israeli Subsidiary; (iv) all correspondence to or from any Governmental Entity relating to any Company Employee
Plan; and (v) all insurance policies in the possession of the Company or the Israeli Subsidiary pertaining to fiduciary
liability insurance covering the fiduciaries for each Company Employee Plan.
(i) No Foreign Plans . Except as set forth in Schedule 2.11 (i)
of the Company Disclosure Letter,
neither the Company nor the Israeli Subsidiary has established or maintained: (i) any plan, program, policy, practice,
Contract or other arrangement mandated by a Governmental Entity other than Israel; (ii) any Company Employee Plan
that is subject to any of the Legal Requirements of any jurisdiction outside of Israel; or (iii) any Company Employee Plan
that covers or has covered Company Employees or Consultants whose services are or have been performed primarily
outside of Israel.
(j) Absence of Certain Retiree Liabilities
. No Company Employee Plan provides (except at no
cost to the Company and the Israeli Subsidiary), or reflects or represents any liability of the Company or the Israeli
Subsidiary to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person
for any reason, except as may be required by applicable Legal Requirements, a Company Employee Agreement or
Company Employee Plan.
(k) No Defaults
. The Company and the Israeli Subsidiary have performed all material obligations
required to be performed by it under each Company Employee Plan and Company Employee Agreement and they are not
in default or violation of, and to the knowledge of the Company and the Israeli Subsidiary, no other party is in default or
violation of, the terms of any Company Employee Plan and Company Employee Agreement. Other than as set forth in
Schedule 2.11(k)(i)
, each of the Company Employee Plans (excluding any Company Employee Plan of a type of pension
arrangement and any other provident fund) has been operated and administered in all material respects in accordance with
all applicable Legal Requirements. All contributions to, and material payments from, any Company Employee Plan which
may have been required to be made in accordance with the terms of such Company Employee Plan or applicable Legal
Requirements have been fully and timely made, and all contributions for any period ending on or before the Closing Date
which are not yet due, but will be paid on or prior to the Closing Date, are reflected as an accrued liability on the
Company Balance Sheet. There are no audits, inquiries or Legal Proceedings pending or threatened by any Governmental
Entity with respect to any Company Employee Plan.
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