Incredimail 2012 Annual Report Download - page 272

2.21 Company Contracts . Other than the Contracts listed on Schedule 2.21
of the Company Disclosure Letter and Contracts for
engagement of professional advisors and directors, the Company (excluding the Israeli Subsidiary) has never been and is currently not a party to
any Contracts.
2.22 Representations Complete
. None of the representations or warranties made by the Company herein or in any exhibit or
schedule hereto, including the Company Disclosure Letter, or in any certificate furnished by the Company or the Israeli Subsidiary pursuant to
this Agreement, when all such documents are read together in their entirety, contains any untrue statement of fact, or omits to state any fact
necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.
2.23 No Other Representations
. Except for the representations and warranties expressly and specifically made by the Company
and/or the Israeli Subsidiary in this Agreement or certificates delivered by the Company and/or the Israeli Subsidiary pursuant to this Agreement,
neither the Company nor the Israeli Subsidiary make any express or implied representation or warranty, and the Company and the Israeli
Subsidiary hereby disclaim all other representations and warranties of any kind or nature, express or implied.
ARTICLE 3
R
EPRESENTATIONS AND W ARRANTIES OF C OMPANY S HAREHOLDERS
Each of the Company Shareholders represent and warrant to Purchaser, severally and not jointly, as of the Agreement Date and as of the Closing
Date, as follows:
3.1 Power and Capacity.
Such Company Shareholder possesses all requisite capacity necessary to carry out the transactions
contemplated by this Agreement.
3.2 Enforceability; Noncontravention .
(a) This Agreement has been duly executed and delivered by such Company Shareholder. This
Agreement is a valid and legally binding obligation, enforceable against such Company Shareholder in accordance with its
terms, except as may be limited by (a) applicable bankruptcy, insolvency, reorganization or other laws of general
application relating to or affecting the enforcement of creditors’
rights generally and (b) the effect of rules of law
governing the availability of equitable remedies.
(b) The execution, delivery and performance by such Company Shareholder of this Agreement does
not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of or
default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or
acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person
pursuant to, or result in the creation of any Encumbrance upon the Company Shares pursuant to (i) any Contract, order,
judgment or decree to which the Company Shareholder is subject or (ii) any applicable Legal Requirements.
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