Incredimail 2012 Annual Report Download - page 271

2.19 Environmental Matters .
(a) Except in compliance with Environmental Laws and in a manner that could not reasonably be
expected to subject the Company or the Israeli Subsidiary to any Liability, no Hazardous Materials are present on any real
property currently owned, operated, occupied, controlled or leased by the Company or the Israeli Subsidiary or were
present on any other real property at the time it ceased to be owned, operated, occupied, controlled or leased by the
Company or the Israeli Subsidiary. There are no aboveground or underground storage tanks, asbestos, or polychlorinated
biphenyls present on or under any leased real property.
(b)
The Company and the Israeli Subsidiary have conducted all Hazardous Material Activities
relating to its business in compliance with all applicable Environmental Laws. Neither the Company nor the Israeli
Subsidiary has exposed its employees or others to Hazardous Materials in violation of any applicable law or in a manner
that would result in any Liability to the Company or the Israeli Subsidiary.
(c) Neither the Company nor the Israeli Subsidiary has, and they are not required to have, any
permits pursuant to Environmental Laws in connection with its business or facilities. Neither the Company nor the Israeli
Subsidiary has entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or
indemnify any other party with respect to Liabilities arising out of or relating to the Hazardous Materials Activities of the
Company or the Israeli Subsidiary or any third party.
(d) The Company and the Israeli Subsidiary have made available to Purchaser all environmental
audits, environmental assessments, and documents relating to non-
compliance with Environmental Laws in the
possession, custody or control of the Company or the Israeli Subsidiary.
2.20 Propriety of Past Payments
. None of the Company, the Israeli Subsidiary, any director, officer, employee or agent of the
Company or the Israeli Subsidiary or any other Person for whom the Company may be responsible under applicable Legal Requirements or
acting for or on behalf of the Company or the Israeli Subsidiary has, directly or indirectly, made any illegal contribution, gift, bribe, rebate,
payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or
services, (i) to obtain favorable treatment for any Company Shareholder, the Company, the Israeli Subsidiary or any affiliate of the Company in
securing business, (ii) to pay for favorable treatment for business secured for any Company Shareholder, the Company, the Israeli Subsidiary or
any affiliate of the Company, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of any Company
Shareholder, the Company, the Israeli Subsidiary or any affiliate of the Company or (iv) otherwise for the benefit of any Company Shareholder,
the Company, the Israeli Subsidiary or any affiliate of the Company in violation of any U.S. federal, state, local, municipal, non-
U.S.,
international, multinational or other Legal Requirement. None of the Company, the Israeli Subsidiary or to the Company’
s knowledge, any
current director, officer, agent, employee or other Person acting on behalf of the Company or the Israeli Subsidiary, has used funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to political activity or accepted or received any unlawful contribution,
payment, gift, kickback, expenditure or other item of value. The Company and the Israeli Subsidiary are in compliance in all respects with all
material statutory and regulatory provisions under the Foreign Corrupt Practices Act (15 U.S.C. §§78dd-1 et seq.) and international anti-
bribery
conventions and local anti-corruption and anti-
bribery Legal Requirements in each jurisdiction in which the Company and the Israeli Subsidiary
do business (including, but not limited to, laws based on the Anti-Bribery Convention of the Organization for Economic Co-
operation and
Development, Title 5 of the Israeli Penalty Law (Bribery Transactions) and the Israeli Prohibition on Money Laundering Law – 2000.
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