Incredimail 2014 Annual Report Download - page 128
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provided however, that in the event the Company wishes to indemnify an Office Holder in advance for financial
liabilities under Article 1 79.2.1 it may only do so if the undertaking to indemnify the Office Holder for such
liabilities was restricted to those events that the Board may deem foreseeable in light of the Company's actual
activities, at the time of giving of such undertaking, and to a specific sum or a reasonable criterion under such
circumstances as determined by the Board.
- 31 -
79.2.3.
reasonable litigation expenses, including attorney's fees, expended by an Office Holder or which were imposed
on an Office Holder by a court in proceedings filed against the Office Holder by the Company or in its name or
by any other person or in a criminal charge on which the Office Holder was acquitted or in a criminal charge on
which the Office Holder was convicted for an offense which did not require proof of criminal intent;
80.
Subject to the provisions of the Law and the Israeli Securities Law, the Company hereby releases, in advance, its Office Holders from
liability to the Company for damage that arises from the breach of the Office Holder
’
s duty of care to the Company.
81. The provisions of Articles 1 79 and 1
80 are not intended, and shall not be interpreted, to restrict the Company in any manner in respect of
the procurement of insurance or in respect of indemnification (i) in connection with any person who is not an Office Holder, including,
without limitation, any employee, agent, consultant or contractor of the Company who is not an Office Holder, or (ii) in connection with
any Office Holder to the extent that such insurance and/or indemnification is not specifically prohibited under law; provided that the
procurement of any such insurance or the provision of any such indemnification shall be approved by the Board . Any modification of
Articles 1 79 through 1 81 shall be prospective in effect and shall not affect the Company’
s obligation or ability to indemnify an Office
Holder for any act or omission occurring prior to such modification.