Seagate 2010 Annual Report Download - page 263

contrary to the interests of Company or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter, and (B) in the
case of clause (ii) of the definition of Material Pending Event, as soon as in the reasonable discretion of Company, such suspension is no longer
appropriate. Company shall be entitled to exercise its right under this Section 4.4 no more than once in any 12-month period; provided, however
,
that the duration of any such suspension period shall not exceed 90 consecutive days. Shareholder shall keep confidential any communications
received by it from Company regarding the postponement pursuant to this Section 4.4 (including the fact of the postponement).
Section 4.5.
Indemnification.
(a)
Indemnification by Company. To the fullest extent permitted by law, Company hereby agrees to indemnify and
hold harmless Shareholder, each Affiliate of Shareholder and its respective directors and officers, members or general and limited partners (and
the directors, officers, employees, affiliates and each Person who Controls such Shareholder (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) (hereinafter referred to as a “ Controlling Person ”) of any of the foregoing) and each underwriter, if
any, and its Controlling Person, (collectively, the “ Shareholder Indemnified Parties ”), against all claims, losses, damages and liabilities, joint
or several, actions or proceedings (whether commenced or threatened in writing) in respect thereof (“ Claims ”) and expenses arising out of or
based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or
supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact,
in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii)
any untrue statement or alleged untrue statement of a material fact contained in a prospectus (or any amendment or supplement thereto),
including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case,
necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (iii) any untrue
statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus prepared by it or authorized by it in
writing for use by Shareholder (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any
omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light
of the circumstances under which they were made, or (iv) any violation by Company (or alleged violation) of any rule or regulation promulgated
under the Securities Act, the Exchange Act or applicable “blue sky” laws in connection with any Registration, qualification or compliance, and
Company will reimburse each Shareholder Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable
out-of-pocket expenses incurred in connection with investigating, defending or settling any such Claim; provided that Company will not be
liable in any such case to the extent that any such Claim arises out of or is based on any untrue statement or alleged untrue statement or omission
or alleged omission by Shareholder but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission
is made in such registration statement, prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information
furnished to Company by or on behalf of Shareholder and stated to be specifically for use therein; and provided , further, that the indemnity
agreement contained in this Section 4.5(a) shall not apply to amounts paid in
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