National Grid 2008 Annual Report Download - page 66

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 32747
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: 35
Description: EXHIBIT 2(A)
0/2434.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/434/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 32747
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: 35 Description: EXHIBIT 2(A)
0/2434.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/434/2*
reasonably and in good faith concluded that there is a conflict of interest between the Indemnitor and the Indemnitee in the conduct of the
defense of such action or (c) the Indemnitor fails, within ten (10) days prior to the date the first response or appearance is required to be made
in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitee. No compromise or
settlement of such Proceeding may be effected by either party without the other party’s consent unless (i) there is no finding or admission o
f
any violation of law and no effect on any other claims that may be made against such other party and (ii) the sole relief provided is monetary
damages that are paid in full by the party seeking the settlement. Neither party shall have any liability or obligation with respect to any
compromise or settlement effected without its consent, which shall not be unreasonably withheld. The Indemnitor shall have no obligation to
indemnify and hold harmless the Indemnitee from any loss, expense or liability incurred by the Indemnitee as a result of a default judgment
entered against the Indemnitee unless such judgment was entered after the Indemnitor agreed, in writing, to assume the defense of such
Proceeding.
The obligations set forth in the Section 5.8 shall survive the termination of this Deposit Agreement and the succession or substitution o
f
any indemnified person.
SECTION 5.9. Charges of Depositary.
The Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in
accordance with agreements in writing entered into between the Depositary and the Issuer from time to time. Any written agreement signed by
the Issuer and the Depositary relating to the Depositary’s fees and expenses under this Deposit Agreement shall be binding on the Issuer and
the Depositary until it is expressly amended or superseded by a subsequent written agreement, irrespective of whether such agreement was
entered into prior to, simultaneously with or subsequent to this Deposit Agreement, and notwithstanding any provision of this Deposit
Agreement that might be construed to be inconsistent with such agreement. The Depositary shall present its statement for such charges and
expenses to the Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary.
The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom
Receipts are