Seagate 2010 Annual Report Download - page 204

relieve the Indemnifying Party from liability hereunder with respect to such Third-Party Claim only if, and only to the extent that, such
failure to so notify the Indemnifying Party prejudices the Indemnifying Party or results in the forfeiture by the Indemnifying Party of
rights and defenses otherwise available to the Indemnifying Party with respect to such Third-
Party Claim. The Indemnifying Party shall
have the right, upon written notice assuming full responsibility for any Purchaser Losses or Seller Losses (as the case may be) resulting
from such Third-Party Claim delivered to the Indemnified Party within twenty (20) days thereafter, to assume the defense of such
Third-Party Claim. In the event, however, that the Indemnifying Party declines or fails to assume the defense of such Third-Party
Claim within such twenty (20) day period, then the Indemnified Party shall have the right, but not the obligation, to assume the defense
of such Third-Party Claim and any Purchaser Losses or any Seller Losses (as the case may be) shall include the reasonable fees and
disbursements of counsel for the Indemnified Party as incurred. In any Third-Party Claim for which indemnification is being sought
hereunder the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such Third-Party Claim, shall
have the right to participate in such matter and to retain its own counsel at such party’s own expense. The Indemnifying Party or the
Indemnified Party (as the case may be) shall at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party (as
the case may be) reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate
in good faith with each other with respect to the defense of any such matter.
(b)
No Indemnified Party may settle or compromise any Third-Party Claim or consent to the entry of any judgment with
respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party (which may not
be unreasonably withheld, delayed or conditioned), unless the Indemnifying Party fails to assume and maintain the defense of such
Third-Party Claim pursuant to Section 9.3(a) after providing a written notice assuming full responsibility thereof to the Indemnifying
Party. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any Third-
Party
Claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement,
compromise or consent (x) includes an unconditional release of the Indemnified Party and its officers, directors, employees and
Affiliates from all liability arising out of, or related to, such Third-Party Claim, (y) does not contain any admission or statement
suggesting any wrongdoing or liability on behalf of the Indemnified Party and (z) does not contain any equitable order, judgment or
term that in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s
Affiliates.
(c)
In the event an Indemnified Party claims a right to payment pursuant hereto with respect to any matter not involving
a Third-Party Claim (a “ Direct Claim ”), such Indemnified Party shall send written notice of such claim to the appropriate
Indemnifying Party (a “ Notice of Claim ”). Such Notice of Claim shall specify in detail the legal basis for and the underlying facts of
such Direct Claim. For the avoidance of doubt, the parties agree and understand that Notices of Claim in respect of a breach of a
representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under
Section 9.4. In case the Indemnifying Party
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