Incredimail 2012 Annual Report Download - page 308

(d) Shareholders’
Agent shall treat confidentially and, subject to any Legal Requirement, not
disclose any nonpublic information from or about Purchaser to anyone (except on a need to know basis to individuals
(identified to Purchaser in writing in advance) who agree in writing to treat such information confidentially).
(e) The Shareholders’
Agent shall be entitled to receive reimbursement from any Rep
Reimbursement Amounts retained on behalf of the Shareholders’
Agent, for any and all expenses, charges and liabilities,
including reasonable attorneys’ fees, incurred by the Shareholders’
Agent in the performance or discharge of its rights and
obligations under this Agreement (the “ Rep Expenses ”).
The Rep Reimbursement Amount shall only be used for the
payment of the Rep Expenses or as otherwise required by this Agreement.
9.7 Third-Party Claims .
(a) In the event Purchaser becomes aware of a third-
party claim which Purchaser in good faith
believes may result in an indemnification claim pursuant to this ARTICLE 9
, Purchaser shall have the right in its sole
discretion, with counsel reasonably satisfactory to the Shareholders’
Agent, to conduct the defense of and to settle or
resolve any such claim (and the reasonable costs and expenses incurred by Purchaser in connection with such defense,
settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’
fees and court or
arbitration costs) shall be included in the Indemnifiable Damages for which Purchaser may seek indemnification pursuant
to a claim made hereunder); provided, however
, that if Purchaser settles or compromises any such claim without the
consent of the Shareholders’
Agent, such settlement or compromise shall not be conclusive evidence of the amount of
Indemnifiable Damages incurred by Purchaser in connection with such claim (it being understood that if Purchaser
requests that the Shareholders’ Agent consent to a settlement or compromise, the Shareholders’
Agent shall not
unreasonably withhold or delay such consent). Purchaser shall timely notify the Shareholders’ Agent of a third-
party
claim, the Shareholders’
Agent shall have the right to receive copies of all pleadings, notices and communications with
respect to the third-
party claim to the extent that receipt of such documents does not affect any privilege relating to any
Indemnified Person and shall be entitled, at its sole option and expense, to participate in, but not to determine or conduct,
any defense of the third-party claim or settlement negotiations with respect to the third-
party claim. In the event that the
Shareholders’ Agent has consented to any such settlement or resolution, neither the Shareholders’
Agent nor any
Indemnifying Party shall have any power or authority to object to the amount of any claim by or on behalf of any
Indemnified Person pursuant to this ARTICLE 9
with respect to such settlement or resolution but only to the extent that
the amount of any such claim by or on behalf of any Indemnified Person exceeds the amount consented to by the
Shareholders' Agent.
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