Incredimail 2012 Annual Report Download - page 262

(l) No Conflict . Except as set forth in Schedule 2.11 (l)
of the Company Disclosure Letter or as
provided for in this Agreement, neither the execution, delivery or performance of this Agreement, nor the consummation
of the transactions contemplated hereunder, will or may (either alone or upon the occurrence of any additional or
subsequent events): (i) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or
loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether
of severance pay or otherwise), acceleration, forgiveness of Indebtedness, vesting, distribution, increase in benefits or
obligation to fund benefits with respect to any Company Employee or Consultant; (ii) create or otherwise result in any
Liability with respect to any Company Employee Plan; or (iii) result in any obligation to pay any directors, officers,
Company Employees, Consultants, former directors, officers, employees severance pay or termination, retention or any
other benefits or payments.
(m) Compliance . Except as set forth in Schedule 2.11 (m)
of the Company Disclosure Letter, the
Company and the Israeli Subsidiary: (i) have been and are currently in compliance in all material respects with all
applicable Legal Requirements, Contracts and orders, rulings, decrees, judgments or arbitration awards of any arbitrator or
any court or other Governmental Entity respecting employment, employment practices, terms and conditions of
employment, wages, maximum hours of work, overtime, sick leave, annual leave, prior notice, severance payment, notice
to employees or other labor-
related matters, including Legal Requirements, orders, rulings, decrees, judgments and awards
relating to discrimination, wages and hours, labor relations and termination of them, engagement with independent
contractors, service providers, classification of employees and Consultants, enforcement of labor laws, leave of absence
requirements, privacy, harassment, occupational safety and health, employee whistle-
blowing, retaliation, immigration,
contribution to managers’
insurance policy or pension plan, social benefits, wrongful discharge of Company Employees or
Consultants or prospective Company Employees or Consultants; (ii) has timely withheld and reported all amounts
required by any Legal Requirement or Contract to be withheld and reported with respect to wages, salaries bonus benefits,
commission, and other payments to any Company Employee or Consultant,
including as required by the Israeli Income
Tax Ordinance, as amended, and the rules and regulations promulgated thereunder, and the National Insurance Law of
Israel or otherwise ; (iii) all amounts that the Company and the Israeli Subsidiary
is legally or contractually required to
deduct from Company Employees’ salaries or
Consultant's consideration (as applicable) or to transfer to such Company
Employees' Plan, have, in each case, been duly deducted, transferred, withheld and paid, and neither the Company nor
the
Israeli Subsidiary have any outstanding obligations to make any such deduction, transfer, withholding or payment
all other
than routine contributions and benefit obligations to be timely made in the normal course of business and consistent with
past practice; (iv) has no Liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of
the foregoing; and (v) has no Liability for any payment to any trust or other fund governed by or maintained by or on
behalf of any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits
or obligations for any Company Employee or Consultant (other than routine payments to be made in the normal course of
business and consistent with past practice).
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