National Grid 2008 Annual Report Download - page 64

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 45338
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.A, Doc: 2, Page: 33
Description: EXHIBIT 2(A)
0/2432.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/432/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 45338
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.A, Doc: 2, Page: 33 Description: EXHIBIT 2(A)
0/2432.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/432/2*
which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires a Registration Statement under the
Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto. If in the opinion of such counsel a
Registration Statement is required, such counsel shall furnish to the Depositary a written opinion as to whether or not there is a Registration
Statement in effect which will cover such Distribution. Nothing in this Section 5.7 or elsewhere in this Deposit Agreement shall create any
obligation on the part of the Issuer to file a Registration Statement in respect of any such securities or rights.
The Issuer agrees with the Depositary that neither the Issuer nor any company controlled by, controlling or under common control with
the Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Issuer or any such affiliate,
unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933. The Depositary will comply with the reasonable
instructions of the Issuer not to accept knowingly for deposit hereunder any Shares identified in such instructions at such times and under such
circumstances as may be specified in such instructions in order to facilitate the Issuer’s compliance with the securities laws of the United
States.
SECTION 5.8. Indemnification.
The Issuer agrees to indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian against, and hold each o
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them harmless from, any liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out o
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acts performed or omitted, in accordance with the provisions of this Deposit Agreement and of the Receipts, as the same may be amended,
modified or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective directors, employees, agents and
affiliates, except for any liability or expense arising out of the negligence or bad faith of either of them, or (ii) by the Issuer or any of its
directors, employees, agents and affiliates.
The indemnities contained in the preceding paragraph shall not extend to any liability or expense which may arise out of any Pre-Release
(as defined in Section 2.9) but only to the extent that any such liability or expense arises in connection with (a) any United States Federal, state
or local income tax laws, or (b) the failure of the Depositary to deliver Deposited Securities when required under the terms of Section 2.5