Incredimail 2012 Annual Report Download - page 268

(xv) any Contract pursuant to which rights of any third party are triggered or become exercisable, or under
which any other consequence, result or effect arises, in connection with or as a result of the execution of this Agreement or the consummation of
the Share Purchase or other transactions contemplated hereunder, either alone or in combination with any other event;
(xvi) any Company Product warranty providing for payments to or by the Company or the Israeli Subsidiary,
annually in an aggregate amount of $25,000 or more;
(xvii) any Contract or plan (including any stock option, merger and/or stock bonus plan) relating to the sale,
issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of Company Share Capital or Israeli Subsidiary Share Capital
or any other securities of the Company or the Israeli Subsidiary or any options, warrants, convertible notes or other rights to purchase or
otherwise acquire any such shares of stock, other securities or options, warrants or other rights therefor, except for the repurchase rights
disclosed on Schedule 2.2(a) of the Company Disclosure Letter;
(xviii) any Contract with any labor union or any collective bargaining agreement or similar contract with its
employees;
(xix) any Contract with any Governmental Entity, any Company Authorization, or any Contract with a
government prime contractor, or higher-tier government subcontractor, including any indefinite delivery/indefinite quantity contract, firm-fixed-
price contract, schedule contract, blanket purchase agreement, or task or delivery order (each a “ Government Contract ”);
(
b) The Company or the Israeli Subsidiary has performed all of the obligations required to be
performed by it and is entitled to all benefits under, and is not alleged to be in default in respect of, any Material
Contract. Each of the Material Contracts is in full force and effect, subject only to the effect, if any, of applicable
bankruptcy and other similar laws affecting the rights of creditors generally and rules of law governing specific
performance, injunctive relief and other equitable remedies. There exists no default or event of default or event,
occurrence, act or condition, with respect to the Company or the Israeli Subsidiary, with respect to any other contracting
party, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would
reasonably be expected to (i) become a default or event of default under any Material Contract or (ii)
give any third party
(A) the right to declare a default or exercise any remedy under any Material Contract, (B) the right to a rebate, chargeback,
refund, credit, penalty or change in delivery schedule under any Material Contract, (C) the right to accelerate the maturity
or performance of any obligation of the Company or the Israeli Subsidiary
under any Material Contract, or (D) the right to
cancel, terminate or modify any Material Contract . Neither the Company nor the Israeli Subsidiary has
received any
notice or other communication regarding any actual or possible violation or breach of, default under, or intention to cancel
or modify any Material Contract. Neither the Company nor the Israeli Subsidiary has any Liability for renegotiation of
Government Contracts.
Correct and complete copies of all Material Contracts have been provided to Purchaser prior to
the Agreement Date.
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