Seagate 2010 Annual Report Download - page 203

SECTION 9
INDEMNIFICATION
9.1
Indemnification Obligations of the Seller . From and after the Closing, the Seller shall indemnify and hold harmless the
Purchaser Indemnified Parties from, against, and in respect of, any and all Losses arising out of or relating to:
(a)
any inaccuracy in or breach of any representation or warranty of the Seller set forth in this Agreement, either at and
as of the Agreement Date or the Closing Date as if such representation and warranty had been made at and as of the Closing Date;
(b)
any breach of any covenant, agreement or undertaking made by the Seller in this Agreement; or
(c)
the Excluded Liabilities.
The Losses of the Purchaser Indemnified Parties described in this Section 9.1 as to which the Purchaser Indemnified Parties are entitled
to indemnification are collectively referred to as “ Purchaser Losses .”
9.2
Indemnification Obligations of the Purchaser and the Guarantor
. From and after the Closing, the Purchaser and the Guarantor
shall, jointly and severally, indemnify and hold harmless the Seller Indemnified Parties from, against and in respect of any and all Losses arising
out of or relating to, and in addition, without prejudice to the foregoing, the Purchaser individually and on its own account as a separate covenant
shall indemnify and hold harmless the Seller Indemnified Parties from, against and in respect of any and all Losses arising out of or relating to:
(a)
any inaccuracy in or breach of any representation or warranty of the Purchaser or the Guarantor set forth in this
Agreement, either at and as of the Agreement Date or the Closing Date as if such representation and warranty had been made at and as
of the Closing Date;
(b)
any breach of any covenant, agreement or undertaking made by the Purchaser or the Guarantor in this Agreement; or
(c)
the Assumed Liabilities.
The Losses of the Seller Indemnified Parties described in this Section 9.2 as to which the Seller Indemnified Parties are entitled to
indemnification are collectively referred to as “ Seller Losses .”
9.3
Indemnification Procedure .
(a)
Within ten (10) Business Days following receipt by an Indemnified Party of notice by a third party (including any
Governmental Body) of any complaint, dispute or claim or the commencement of any audit, investigation, action or proceeding with
respect to which such Indemnified Party may be entitled to indemnification pursuant hereto (a “ Third-Party Claim ”), such
Indemnified Party shall provide written notice thereof to the party obligated to indemnify under this Agreement (the “ Indemnifying
Party ”), provided, however , that the failure to so notify the Indemnifying Party shall
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