Incredimail 2012 Annual Report Download - page 265

(c)
No officer, director or shareholder of the Company or the Israeli Subsidiary owns or holds,
directly or indirectly, in whole or in part, any Company Intellectual Property.
(d) To the Company’
s knowledge, no officer, director, employee, consultant or shareholder of the
Company or the Israeli Subsidiary, (i) has any claim, charge, action or cause of action against the Company or the Israeli
Subsidiary, except for claims for reasonable unreimbursed travel or entertainment expenses, accrued vacation pay or
accrued benefits under any employee benefit plan or consulting agreement existing on the date hereof (or as set forth on
Schedule 2.12(d)(i)
of the Company Disclosure Letter), (ii) has made, on behalf of the Company or the Israeli Subsidiary,
any payment or commitment to pay any commission, fee or other amount to, or to purchase or obtain or otherwise
Contract to purchase or obtain any goods or services from, any other Person of which any officer, director or shareholder
of the Company or the Israeli Subsidiary (or, to the knowledge of the Company, a relative of any of the foregoing) is a
partner or shareholder (except holdings solely for passive investment purposes of securities of publicly held and traded
entities constituting less than five percent (5%) of the equity of any such entity) or (iii) has any interest in any property,
real or personal, tangible or intangible, used in or pertaining to the business of the Company or the Israeli Subsidiary.
(e)
All transactions since incorporation of the Israeli Subsidiary between the Israeli Subsidiary and
interested parties that require approval pursuant to Sections 268 to 284 of the Israel Companies Law, 1999, or pursuant to
the Charter Documents or Contracts have been approved or ratified in accordance with such requirements.
2.13 Insurance . The Company and the Israeli Subsidiary maintain the policies of insurance and bonds set forth in Schedule
2.13 of the Company Disclosure Letter, including all legally required insurance. Schedule 2.13
of the Company Disclosure Letter sets forth all
claims made under such policies and bonds since March 1, 2010, including all pending claims. The Company has provided to Purchaser’
s
counsel correct and complete copies of all such policies of insurance and bonds issued at the request or for the benefit of the Company or the
Israeli Subsidiary. There is no claim pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed
by the underwriters of such policies or bonds. All premiums due and payable under all such policies and bonds have been timely paid and the
Company and the Israeli Subsidiary are otherwise in compliance with the terms of such policies and bonds. All such policies and bonds remain
in full force and effect, and the Company has no knowledge of any threatened termination of, or material premium increase with respect to, any
of such policies.
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