PROMPTLY OF ANY INQUIRIES BY ANY THIRD PARTIES IN REGARDS TO THE
FOREGOING; AND (II) DECLARE OR MAKE ANY DISTRIBUTION TO SHAREHOLDERS OR ENTER
INTO ANY NEW TRANSACTION WITH ANY "INTERESTED PARTY", AS DEFINED IN THE ISRAELI
SECURITIES ACT, 1968, AS AMENDED .
15.2.
IN THE EVENT THAT THE COMPANY BREACHES THE PROVISIONS OF
SECTION 15.1 ABOVE, THEN UPON THE CLOSING OF ANY OF THE TRANSACTIONS DESCRIBED
IN SECTION 15.1 ABOVE, THE COMPANY SHALL PAY THE INVESTORS, A TOTAL AMOUNT OF
US$500,000 AS LIQUIDATED DAMAGES, AND THE BRIDGE LOAN UNDER THE BRIDGE LOAN
AGREEMENT SHALL BECOME IMMEDIATELY DUE AND PAYABLE.
16.
INDEMNIFICATION
16.1.
THE COMPANY AGREES THAT TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IT WILL INDEMNIFY AND HOLD THE OTHER PARTIES TO THIS AGREEMENT
HARMLESS AGAINST AND IN RESPECT OF ANY AND ALL LOSS, LIABILITY, DEFICIENCY OR
DAMAGE, OR ACTIONS IN RESPECT THEREOF (INCLUDING REASONABLE LEGAL FEES AND
EXPENSES), OCCASIONED BY: (I) ANY BREACH OF THIS AGREEMENT; (II) ANY FALSITY OF
ANY REPRESENTATIONS OR WARRANTIES OF SUCH PARTY OR ANY CERTIFICATE OR OTHER
INSTRUMENT FURNISHED BY THAT PARTY HEREUNDER; OR (III) ANY LIABILITY THAT IS
DERIVED FROM AN ACT OR OMISSION THAT HAS BEEN COMMITTED PRIOR TO THE DATE
HEREOF, BUT THAT BECOMES KNOWN HEREAFTER.
16.2.
NOTWITHSTANDING THE FOREGOING, NO CLAIMS SHALL BE ASSERTED AGAINST
THE COMPANY UNLESS THE CUMULATIVE AMOUNTS CLAIMED FOR IS IN EXCESS OF
US$375,000, AND (II) MORE THAN SEVEN (7) YEARS AFTER THE DATE OF THIS AGREEMENT;
AND UNDER NO CIRCUMSTANCES SHALL A PARTY BE ENTITLED TO INDEMNIFICATION
HEREUNDER IN AN AMOUNT GREATER THAN ITS RESPECTIVE PORTION OF THE PURCHASE
PRICE.
16.3.
THE REMEDIES SPECIFIED IN THIS SECTION 16 SHALL BE THE SOLE AND
EXCLUSIVE REMEDY TO WHICH THE INVESTORS ARE ENTITLED WITH REGARD TO ANY LOSSES
OR DAMAGES CAUSED TO THEM UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
17.
MISCELLANEOUS
17.1.
GOVERNING LAW AND JURISDICTION.
THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ISRAEL, WITHOUT GIVING EFFECT TO
RULES RESPECTING CONFLICT OF LAW THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF ISRAEL TO BE APPLIED. THE COMPETENT COURTS OF TEL
AVIV-JAFFA SHALL HAVE SOLE AND EXCLUSIVE JURISDICTION TO HEAR AND RESOLVE ANY
DISPUTES AMONG THE PARTIES RELATED TO THIS AGREEMENT.
17.2.
NOTICES
17.2.1.
ALL NOTICES AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED HEREUNDER
TO BE GIVEN TO A PARTY TO THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE SENT
BY FACSIMILE OR MAILED BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, OR
OTHERWISE DELIVERED BY HAND OR BY MESSENGER, ADDRESSED TO SUCH PARTY'S ADDRESS
AS SET FORTH BELOW:
IF TO THE INVESTORS:
TO SUCH ADDRESS AND BY FACSIMILE AS SET
FORTH IN SCHEDULE A.
IF TO THE COMPANY:
RADVIEW SOFTWARE LTD.
Attn: Ilan Kinreich, President
2 Habarzel Street
Tel Aviv 69710Israel
Facsimile: +972-3-647-1406
and
7 New England Executive Park
Burlington
MA 01803
U.S.A.
Facsimile: +1-781-238-8875
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OR SUCH OTHER ADDRESS WITH RESPECT TO