Apple 1997 Annual Report Download - page 104

4. INDEMNIFICATION AND CONTRIBUTION.
(a) INDEMNIFICATION BY THE COMPANY. In the case of any offering registered pursuant to this Agreement, the Company agrees to
indemnify and hold the Purchaser, each underwriter (if any) of shares of Subject Stock under such registration statements and each person who
controls any of the foregoing within the meaning of Section 15 of the Securities Act harmless against any and all losses, claims, damages or
liabilities to which they or any of them may become subject under the Securities Act or any other statute or common law or otherwise, and to
reimburse them, from time to time upon request, for any legal or other expenses incurred by them in connection with investigating any claims
and defending any actions, insofar as any such losses, claims, damages, liabilities or actions shall arise out of or shall be based upon (i) any
untrue statement or alleged untrue statement of a material fact contained in the registration statement (or any amendment thereto) relating to the
sale of such shares of Subject Stock, including all documents incorporated therein by reference, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or
alleged untrue statement of a material fact contained in any preliminary prospectus (as amended or supplemented if the Company shall have
filed with the SEC any amendment thereof or supplement thereto), if used prior to the effective date of such registration statement or contained
in the prospectus (as amended or supplemented if the Company shall have filed with the SEC any amendment thereof or supplement thereto), if
used within the period during which the Company shall be required to keep the registration statement to which such prospectus relates current
pursuant to the terms of this Agreement, or the omission or alleged omission to state therein (if so used) a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that the
indemnification agreement contained in this
Section 4(a) shall not apply to such losses, claims, damages, liabilities or actions which shall arise from the sale of shares of Subject Stock to
any person if such losses, claims, damages, liabilities or actions shall arise out of or shall be based upon any such untrue statement or alleged
untrue statement, or any such omission or alleged omission, if such statement or omission shall have been (x) made in reliance upon and in
conformity with information furnished in writing to the Company by the Purchaser or any such underwriter specifically for use in connection
with the preparation of the registration statement or any preliminary prospectus or prospectus contained in the registration statement or any
such amendment thereof or supplement thereto, or (y) made in any preliminary prospectus, and the prospectus contained in the registration
statement as declared effective or in the form filed by the Company with the SEC pursuant to Rule 424 under the Securities Act shall have
corrected such statement or omission and a copy of such prospectus shall not have been sent or given to such person at or prior to the
confirmation of such sale to him.
(b) INDEMNIFICATION BY THE PURCHASER. In the case of each offering registered pursuant to this Agreement, the Purchaser agrees, in
the same manner and to the same extent as set forth in Section 4(a) of this Agreement to indemnify and hold harmless the Company and each
person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, its directors and those officers of the
Company who shall have signed any such registration statement
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