National Grid 2008 Annual Report Download - page 65

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 52333
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: 34
Description: EXHIBIT 2(A)
0/2433.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/433/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 52333
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: 34 Description: EXHIBIT 2(A)
0/2433.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/433/2*
hereof. However, the indemnities contained in the preceding paragraph shall apply to any liability or expense which may arise out of any
misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement
memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer of sale of American Depositary Shares,
except to the extent any such liability or expense arises out of (i) information relating to the Depositary or any Custodian (other than the
Issuer), as applicable, furnished in writing and not materially changed or altered by the Issuer expressly for use in any of the foregoing
documents, or, (ii) if such information is provided, the failure to state a material fact necessary to make the information provided not
misleading.
The Depositary agrees to indemnify the Issuer, its directors, employees, agents and affiliates and hold them harmless from any liability or
expense which may arise out of acts performed or omitted by the Depositary or its Custodian or their respective directors, employees, agents
and affiliates due to their negligence or bad faith.
If an action, proceeding (including, but not limited to, any governmental investigation, claim or dispute (collectively, a “Proceeding”) in
respect of which indemnity may be sought by either party is brought or asserted against the other party, the party seeking indemnification (the
“Indemnitee”) shall promptly (and in any event more than ten (10) days after receipt of notice of such Proceeding) notify the party obligated to
provide such indemnification (the “Indemnitor”) of such Proceeding. The failure of the Indemnitee to so notify the Indemnitor shall not impair
the Indemnitee’s ability to seek indemnification from the Indemnitor (but only for costs, expenses and liabilities incurred after such notice)
unless such failure adversely effects the Indemnitor’s ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from
the Indemnitee, the Indemnitor shall be entitled to participate in such Proceeding and, to the extent that it shall so desire and provided no
conflict of interest exists as specified in subparagraph (b) below, to assume the defense thereof with counsel reasonably satisfactory to the
Indemnitee which may be counsel to the Indemnitor (in which case all attorney’s fees and expenses shall be borne by the Indemnitor and the
Indemnitor shall in good faith defend the Indemnitee). The Indemnitee 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 borne by the Indemnitee unless (a) the Indemnitor
agrees in writing to pay such fees and expenses, (b) the Indemnitee shall have