Incredimail 2012 Annual Report Download - page 307

(b) The Shareholders’
Agent shall not be liable to any former holder of Company Share Capital for
any act done or omitted hereunder as the Shareholders’
Agent while acting in good faith (and any act done or omitted
pursuant to the advice of counsel shall be conclusive evidence of such good faith) and without gross negligence or willful
misconduct. The Shareholders’ Agent shall serve as the Shareholders’ Agent without compensation; provided , that
, the
Indemnifying Parties shall severally indemnify the Shareholders’
Agent and hold him harmless against any loss, liability
or expense incurred without gross negligence, willful misconduct or bad faith on the part of the Shareholders’
Agent and
arising out of or in connection with the acceptance or administration of his duties hereunder, including all reasonable out-
of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Shareholders’ Agent.
(c) Any notice or communication given or received by, and any decision, action, failure to act
within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Shareholders’
Agent
that is within the scope of the Shareholders’ Agent’s authority under Section 9.6 (
a) shall constitute a notice or
communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent,
settlement, resolution or instruction of all the Indemnifying Parties and shall be final, conclusive and binding upon each
such Indemnifying Party; and each Indemnified Person shall be entitled to rely exclusively upon any such notice,
communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement,
resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a
designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Indemnifying
Party. This power of attorney is coupled with an interest and is irrevocable. Purchaser and the Indemnified Persons are
hereby relieved from any Liability to any Person for any acts done by them in accordance with such notice,
communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement,
resolution or instruction of the Shareholders’ Agent.
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