Incredimail 2012 Annual Report Download - page 264

(q) Labor-Related Claims . Except as set forth in Schedule 2.11 (q)
of the Company Disclosure
Letter, there is no Legal Proceeding, claim, labor dispute or grievance pending or threatened, in writing, or to the
Company’
s or the Israeli Subsidiary's knowledge, orally, relating to (i) any employment Contract, service agreement with
Consultant or similar Contract, compensation, wages and hours, working during overtime hours, leave of absence, plant
closing notification, employment statute, rightly classified as independent contractors or regulation, privacy right, labor
dispute, workers’ compensation policy, long-
term disability policy, social benefits, termination of employment, safety,
retaliation, immigration or discrimination matter involving any Company Employee, or Consultant, including charges of
unfair labor practices or harassment complaints or any other labor related issue, or (ii) any of the Company Employee
Plans, the assets of any of the Company Employee Plans or the Company or the Israeli Subsidiary, or the Company
Employee Plan administrator or any fiduciary of the Company Employee Plans with respect to the operation of such
Company Employee Plans (other than routine, uncontested benefit claims) or asserting any rights or claims to benefits
under such Company Employee Plan; and there are no facts or circumstances which would reasonably be expected to form
the basis for any such claims or Legal Proceedings
(r) There are no unwritten policies, practices or customs of the Company or
the Israeli Subsidiary
that are material or that entitle any Company Employee to benefits which are reasonably expected to result in annual cash
payments of more than $10,000 or any payment of Company Share Capital or Israeli Subsidiary Share Capital, in addition
to what such Company Employee is entitled to by applicable law or under the terms of such Company Employee’
s
employment agreement or any other binding source (including unwritten customs or practices, including concerning
bonuses, the payment of statutory severance pay when it is not required under applicable law)
(s)
The Company (excluding the Israeli Subsidiary) does not have, and never has had, any
employees or Consultants .
2.12 Interested Party Transactions .
(a) Except as set forth on Schedule 2.12(a)
of the Company Disclosure Letter, neither the
Company nor the Israeli Subsidiary is indebted to any current or former director, officer, employee, consultant,
shareholder or related party of the Company or the Israeli Subsidiary (except for current amounts due as normal salaries
and bonuses and in reimbursement of ordinary business expenses), and no such Person is indebted to the Company or the
Israeli Subsidiary.
(b)
To the Company's knowledge, no officer, director or shareholder of the Company or the Israeli
Subsidiary owns or holds, directly or indirectly, any interest in (excepting holdings solely for passive investment purposes
of securities of publicly held and traded entities constituting less than five percent (5%) of the equity of any such entity),
or is an officer, director, employee or consultant of, any Person that is a competitor, lessor, lessee, customer or supplier of
the Company or the Israeli Subsidiary or which conducts a business similar to any business conducted by the Company or
the Israeli Subsidiary.
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