Incredimail 2012 Annual Report Download - page 321

“ Legal Requirements ” means any federal, state, foreign, local, municipal or other law, statute, constitution, principle of
common law, ordinance, Code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or
otherwise put into effect by or under the authority of any Governmental Entity and any orders, writs, injunctions, awards, judgments and decrees
issued against or applicable to the Company or any Subsidiary or any of their respective assets, properties or businesses, as of the Agreement
Date or the Closing Date, as applicable.
“ Liabilities ” means all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or
unmatured, determined or determinable, asserted or unasserted, known or unknown, including those arising under any law, action or
governmental order and those arising under any Contract, regardless of whether such debt, liability or obligation would be required to be
disclosed on a balance sheet prepared in accordance with GAAP.
“ Material Adverse Effect ” with respect to any entity means any change, event, violation, inaccuracy, circumstance or effect
(each, an “ Effect ”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect constitutes a breach
of the representations or warranties made by such entity in this Agreement, is, or would reasonably likely to, (i) be or become materially adverse
in relation to the near-term or longer-term condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business,
prospects or results of operations of such entity and its subsidiaries, taken as a whole, except to the extent that any such Effect directly results
from: (A) changes in general economic conditions (provided that such changes do not affect such entity disproportionately as compared to such
entity’s competitors); (B) changes affecting the industry generally in which such entity operates (provided that such changes do not affect such
entity disproportionately as compared to such entity’s competitors); (C) changes in GAAP (provided that such changes do not affect such entity
disproportionately as compared to such entity’s competition); or (D) the announcement or pendency of the Share Purchase or (ii) materially
impede or delay such entity’s ability to consummate the transactions contemplated by this Agreement in accordance with its terms and
applicable Legal Requirements. For the avoidance of doubt, the payment of the Special Cash Dividend shall not be deemed a Material Adverse
Effect.
“ OCS ” means the Israeli Office of the Chief Scientist of the Ministry of Industry, Trade & Labor.
“ Permitted Encumbrances ” means: (A) statutory liens for Taxes that are not yet due and payable or liens for Taxes being
contested in good faith by any appropriate proceedings for which adequate reserves have been established; (B) statutory liens to secure
obligations to landlords, lessors or renters under leases or rental agreements; (C) deposits or pledges made in connection with, or to secure
payment of, workers’ compensation, unemployment insurance or similar programs mandated by applicable law; (D) statutory liens in favor of
carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like liens; (E) liens in favor of
customs and revenue authorities arising as a matter of Legal Requirements to secure payments of customs duties in connection with the
importation of goods, and (F) non-exclusive object code licenses of software by the Company or a Subsidiary in the ordinary course of its
business consistent with past practice on its standard unmodified form of customer agreement (a copy of which has been provided to Purchaser’
s
counsel).
“ Person ” means any natural person, company, corporation, limited liability company, general partnership, limited
partnership, limited liability partnership, joint stock company, association, unincorporated organization, group, trust, estate, proprietorship, joint
venture, business organization, Governmental Entity or any other type of entity.
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