Incredimail 2012 Annual Report Download - page 248

2.8 Title to, Condition and Sufficiency of Assets .
(a) Neither the Company nor the Israeli Subsidiary own any real property. The Company and/or the
Israeli Subsidiary has good title to, or valid leasehold interest in all of its properties, and interests in properties and assets,
real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except
properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet
Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid
leasehold interests in such properties and assets which afford the Company and/or the Israeli Subsidiary valid leasehold
possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances,
except Permitted Encumbrances. Schedule 2.8
of the Company Disclosure Letter identifies each parcel of real property
leased by the Company and/or the Israeli Subsidiary. The Company has heretofore provided to Purchaser’
s counsel true,
correct and complete copies of all leases, subleases and other agreements under which the Company or the Israeli
Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including
all modifications, amendments and supplements thereto.
(b) The assets and properties owned or leased by the Company and the Israeli Subsidiary (i)
constitute all of the assets and properties that are necessary for the Company and the Israeli Subsidiary, as applicable, to
conduct, operate and continue the Business, and to sell and otherwise enjoy full rights to exploitation of its assets,
properties and all products and services that are provided in connection with its assets and properties, and (ii) constitute all
of the assets and properties that are used in the Business, without (A) the need for Purchaser to acquire or license any other
asset, property or Intellectual Property, or (B) the breach or violation of any Contract.
2.9 Intellectual Property .
(a) As used in this Agreement, the following terms have the meanings indicated below:
(i) “ Company Intellectual Property ”
means any and all Company Owned Intellectual Property and any and
all Third Party Intellectual Property that is licensed to and/or used by the Company or the Israeli Subsidiary.
(ii) “ Company Intellectual Property Agreements ”
means any Contract governing any Company Intellectual
Property to which the Company or the Israeli Subsidiary is a party or bound by, except for non-
disclosure agreements entered in the ordinary
course of business, forms of which have been provided to Purchaser, and Contracts for Third Party Intellectual Property that is generally,
commercially available software and (i) is not material to the Company or the Israeli Subsidiary; (ii) has not been modified or customized for the
Company or the Israeli Subsidiary; and (iii) is licensed for a one time fee or an annual fee under $1,000 for a single user or work station, or
$10,000 in the aggregate for all users and work stations.
28