Seagate 2010 Annual Report Download - page 265

reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each
jurisdiction), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other
indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after
notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be
liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other
than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the
indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the
entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an
unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action
or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and
does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such
Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment
without the prior written consent of the indemnifying party.
(d)
Contribution. (i) If the indemnification provided for in this Section 4.5 from the indemnifying party is held by a
court of competent jurisdiction to be unavailable to an Indemnified Party hereunder in respect of any Claim or expenses referred to herein, then
the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such Claim or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and Indemnified
Party in connection with the actions which resulted in such Claim or expenses, as well as any other relevant equitable considerations. The
relative fault of such indemnifying party and Indemnified Party shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been
made by, or relates to information supplied by, such indemnifying party or Indemnified Party, and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such action. The amount paid or payable by a party under this Section 4.5(d) as a result of
the Claim and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in
connection with any action or proceeding; and (ii) the Parties agree that it would not be just and equitable if contribution pursuant to this Section
4.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations
referred to in Section 4.5(d)(i) . No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The liability of Shareholder shall, in
the absence of fraud by Shareholder, be limited to the net proceeds received by Shareholder from the sale of Registrable Securities covered by
such registration statement.
(e)
Non-Exclusive Remedy. The obligations of the Parties under this Section 4.5 shall be in addition to any liability
which any Party may otherwise have to the other Party.
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