Incredimail 2010 Annual Report Download - page 165

c. Each Purchaser, severally and not jointly, hereby agrees to indemnify and hold harmless the Seller and its agents and
attorneys against any and all losses, claims, damages, liabilities and expenses incurred by each such person insofar as such losses, claims,
demands, liabilities and expenses arise out of or are based upon any breach of any representation, warranty or agreement made by such
Purchaser in this Agreement; provided , however
, in no event shall the maximum aggregate liability of such Purchaser to the Seller pursuant to
this Section 9 be in excess of the product of the Purchase Price multiplied by the aggregate number of Shares to be purchased by such Purchaser
hereunder.
Section 10. Entire Agreement
. This Agreement contains the entire understanding of the parties with respect to the subject matter
hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters. This Agreement may not be
amended or any provision hereof waived in whole or in part, except by a written instrument signed by the parties hereto.
Section 11. Governing Law
. This Agreement shall be governed and interpreted in accordance with the internal laws of the State
of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by this Agreement (each, a “ Proceeding ”)
shall be commenced in
either (i) the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”)
or in the District Court of
Tel Aviv-Jaffa, Israel (the “ Israeli Court ”).
Each party hereby irrevocably submits to the jurisdiction of the New York Courts and the Israeli
Court for the adjudication of all Proceedings, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any New York Court or Israeli Court, or that any such New York Court or Israeli Court is an
inconvenient or improper forum for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process
being served in any Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to
such party at the address set forth on the signature page hereto and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by
law. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any Proceeding.
If there shall be commenced a Proceeding, then the prevailing party in such Proceeding shall be reimbursed by the adverse party or parties for its
reasonable attorneys fees and other expenses incurred in connection therewith.
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