Incredimail 2012 Annual Report Download - page 320

“ Governmental Authorization ” means any: permit, license, certificate, franchise, permission, clearance, registration,
qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Entity or
pursuant to any Legal Requirement.
“ Governmental Entity ” means any supranational, national, state, municipal, local or foreign government, any court, tribunal,
arbitrator, administrative agency, commission or other governmental official, authority or instrumentality, in each case whether domestic or
foreign, any stock exchange or similar self-regulatory organization or any quasi-governmental or private body exercising any regulatory, Taxing
or other governmental or quasi-governmental authority (including any governmental division, department, agency, commission, instrumentality,
official, organization, unit, body or entity and any court or other tribunal).
“ Hazardous Materials ” means any material, chemical, emission or substance that has been designated by any Governmental
Entity to be radioactive, toxic, hazardous, a pollutant or otherwise a danger to health, reproduction or the environment.
“ Hazardous Materials Activities ” means the transportation, transfer, recycling, storage, use, treatment, manufacture,
removal, disposal, remediation, release, exposure of others to, sale, labeling, or distribution of any Hazardous Material or any product or waste
containing a Hazardous Material, or product manufactured with ozone depleting substances, including, without limitation, any required labeling,
payment of waste fees or charges (including so-called e-waste fees) and compliance with any recycling, product take-back or product content
requirements.
" Indebtedness " means (i) all Indebtedness for borrowed money or for the deferred purchase price of property or services
(other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (ii) any other
Indebtedness that is evidenced by a note, bond, debenture or similar instrument, (iii) all obligations under financing leases, (iv) all obligations in
respect of acceptances issued or created, (v) all liabilities secured by any Encumbrance on any property and (vi) all guarantee obligations.
“ Indemnifiable Transaction Expenses ” means any Transaction Expenses. All Indemnifiable Transaction Expenses shall
constitute “Indemnifiable Damages” for purposes of ARTICLE 9 .
“ IP Infringement Qualifier ” shall mean that following the first year anniversary of the Closing Date, the third sentence of
the representation in section 2.9(j) shall be qualified by the Company’s knowledge.
“ Israeli Subsidiary Share Capital ” means the share capital of the Israeli Subsidiary.
“ Israeli Subsidiary Shareholder ” means the sole holder of share capital of the Israeli Subsidiary, which is the Company.
“ knowledge ”
means, information or matters of which (A)(i) with respect to the Company or the Israeli Subsidiary, each of the
directors of the Israeli Subsidiary and, (ii) with respect to Purchaser, its Chief Executive Officer and Chief Financial Officer, and (iii) with
respect to each Company Shareholder that is not an individual, the principal executive officer and principal financial officer (in case of a
company), or General Partner (in case of a partnership), of such Company Shareholder, actually know or (B) solely in the case of the Company
and/or the Israeli Subsidiary, a principal executive officer, principal financial officer or chief technology officer should have reasonably known
given the nature of his duties in the Company or the Israeli Subsidiary, as applicable.
B
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