Incredimail 2012 Annual Report Download - page 299

(e) by the Company, if it is not in material breach of its obligations under this Agreement, if
Purchaser shall have breached any representation, warranty, covenant or agreement contained herein and such breach shall
not have been cured within 20 Business Days after receipt by Purchaser of written notice of such breach and if not cured
within the timeframe above and at or prior to the Closing, such breach would result in the failure of any of the conditions
set forth in Section 7.1 or Section 7.2 to be satisfied.
8.2 Effect of Termination . In the event of termination of this Agreement as provided in Section 8.1
, this Agreement shall
forthwith become void and there shall be no liability or obligation on the part of Purchaser, the Company, the Company Shareholders or their
respective officers, directors, shareholders or affiliates; provided , however , that (a) the provisions of Section 6.4
(Confidentiality; Public
Disclosure), Section 6.10 (Expenses), Section 8.2 (Effect of Termination), ARTICLE 10
(General Provisions) and the Confidentiality
Agreement shall remain in full force and effect and survive any termination of this Agreement and (b) nothing herein shall relieve any party
hereto from liability in connection with any breach of such party’s representations, warranties or covenants contained herein.
8.3 Amendment
. This Agreement may not be amended, modified, altered or supplemented other than by means of a written
instrument duly executed and delivered on behalf of Purchaser and the Shareholders’
Agent (acting exclusively for and on behalf of all of the
Securityholders).
8.4 Extension; Waiver . The Shareholders’
Agent and Purchaser may, to the extent legally allowed, (i) extend the time for the
performance of any of the obligations or other acts of the other, (ii) waive any inaccuracies in the representations and warranties made to such
party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the covenants, agreements or
conditions for the benefit of such Person contained herein. Any agreement on the part of a party hereto or the Shareholders’
Agent to any such
extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Without limiting the generality or
effect of the preceding sentence, no delay in exercising any right under this Agreement shall constitute a waiver of such right, and no waiver of
any breach or default shall be deemed a waiver of any other breach or default of the same or any other provision in this Agreement.
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