Incredimail 2012 Annual Report Download - page 332

5.2 In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder
will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such
registration statement or prospectus and, severally but not jointly, agrees to indemnify the Company, each underwriter, and their respective,
directors and officers and each Person who "controls" the Company and each underwriter (within the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the
registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the
circumstances under which there were made) not misleading, but only to the extent that such untrue statement or omission is contained in any
information or affidavit so furnished in writing by such holder to the Company specifically for inclusion in such registration statement or
prospectus; provided that the obligation to indemnify will be individual to each holder and will be limited to the net amount of proceeds received
by such holder from the sale of Registrable Securities pursuant to such registration statement. Any Person entitled to indemnification hereunder
("Indemnified Party") will (i) give prompt written notice to the Person from whom indemnity is sought ("Indemnifying Party") of any claim with
respect to which it seeks indemnification and (ii) unless in such Indemnified Party’
s reasonable judgment a conflict of interest between such
Indemnified and Indemnifying Parties may exist with respect to such claim, permit such Indemnifying Party to assume the defense of such claim
with counsel reasonably satisfactory to the Indemnified Party; provided, that the failure of any Indemnified Party to give such notice shall not
relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that such failure shall
have proximately and materially adversely prejudiced the Indemnifying Party. In addition, an Indemnified Party shall have the right to employ
separate counsel in any such proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the
Indemnifying Party shall have failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such
Indemnified Party in any such proceeding or (3) the named parties in any proceeding (including any impleaded parties) include both such
Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that conflict of interest is likely to
exist if the same counsel were to represent such Indemnifying Party and the Indemnified Party. If such defense is assumed, the Indemnifying
Party will not be subject to any liability for any settlement made by the Indemnified Party without its consent (but such consent will not be
unreasonably withheld). An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay
the fees and expenses of more than one counsel for all Indemnified Parties with respect to such claim, unless in the reasonable judgment of any
Indemnified Party, on the advice of counsel, a conflict of interest may exist between such Indemnified Party and any other of such Indemnified
Parties with respect to such claim.
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