Seagate 2010 Annual Report Download - page 264

settlement of any such Claim if such settlement is effected without the consent of Company (which consent shall not be unreasonably withheld,
conditioned or delayed).
(b)
Indemnification by Shareholder. To the fullest extent permitted by law, Shareholder shall indemnify and hold
harmless Company and any of its Affiliates, directors, officers and Controlling Persons (collectively, the “ Company Indemnified Parties ”),
against all 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, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing
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, and Shareholder will reimburse each such Company Indemnified Party for any reasonable fees and
disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim,
in each case to the extent, 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; provided that in the absence of fraud by
Shareholder, the liability of Shareholder hereunder shall be limited to the net proceeds received by Shareholder from the sale of Registrable
Securities covered by such registration statement; and provided , further, that the indemnity agreement contained in this Section 4.5(b) shall not
apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of Shareholder (which consent shall not
be unreasonably withheld, conditioned or delayed).
(c)
Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 4.5 (an “
Indemnified Party ”) hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for
indemnification may be made pursuant to this Section 4.5 , such Indemnified Party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the
Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 4.5 , except to
the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is
brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of
interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified
Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any
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