Incredimail 2012 Annual Report Download - page 312

10.4 Counterparts
. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the
same instrument and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the
other parties hereto; it being understood that all parties hereto need not sign the same counterpart.
10.5 Entire Agreement; Nonassignability; Parties in Interest
. This Agreement and the documents and instruments and other
agreements specifically referred to herein or delivered pursuant hereto, including all the exhibits attached hereto, the Schedules, including the
Company Disclosure Letter, (a) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede
all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof, except for the
Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement, in accordance with
its terms, (b) are not intended to confer, and shall not be construed as conferring, upon any Person other than the parties hereto any rights or
remedies hereunder (except that ARTICLE 9
is intended to benefit Indemnified Persons and Section 6.18 is intended to benefit the current and
former directors and officers of the Company) and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically
provided herein.
10.6 Assignment
. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned
or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other
parties hereto, and any such assignment without such prior written consent shall be null and void, except that Purchaser may assign this
Agreement to any direct or indirect wholly owned subsidiary of Purchaser without the prior consent of any other party hereto; provided
,
however
, that Purchaser shall remain liable for all of its obligations under this Agreement. Subject to the preceding sentence, this Agreement
shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns.
10.7 Severability
. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a
court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and
shall be interpreted so as reasonably necessary to effect the intent of the parties hereto. The parties hereto shall use all reasonable efforts to
replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible,
the economic, business and other purposes of such void or unenforceable provision.
10.8 Remedies
. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party hereto shall
be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a
party hereto of any one remedy shall not preclude the exercise of any other remedy and nothing in this Agreement shall be deemed a waiver by
any party of any right to specific performance or injunctive relief. The parties hereto agree that irreparable damage would occur if any provision
of this Agreement were not performed in accordance with the terms hereof and it is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition
to any other remedy to which they are entitled at law or in equity, and the parties hereby waive the requirement of any posting of a bond in
connection with the remedies described herein, to the extent applicable.
10.9 Governing Law
. Except to the extent that the Belize International Business Companies Act is required to apply hereto, in
which event it will apply to and only to that extent, this Agreement shall be governed by and construed solely in accordance with the laws of the
State of Israel, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
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