Apple 1997 Annual Report Download - page 105

with respect to any statement in or omission from such registration statement or any preliminary prospectus (as amended or as supplemented, if
amended or supplemented as aforesaid) or prospectus contained in such registration statement (as amended or as supplemented, if amended or
supplemented as aforesaid), if such statement or omission shall have been made in reliance upon and in conformity with information furnished
in writing to the Company by the Purchaser specifically for use in connection with the preparation of such registration statement or any
preliminary prospectus or prospectus contained in such registration statement or any such amendment thereof or supplement thereto.
(c) NOTICE OF CLAIMS. Each party indemnified under Section 4(a) or Section 4(b) of this Agreement shall, promptly after receipt of notice
of the commencement of any action against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party
in writing of the commencement thereof, enclosing a copy of all papers served on such indemnified party. The omission of any indemnified
party so to notify an indemnifying party of any such action shall not relieve the indemnifying party from any liability in respect of such action
which it may have to such indemnified party on account of the indemnity agreement contained in Section 4(a) or Section 4(b) of this
Agreement, unless the indemnifying party was prejudiced by such omission, and in no event shall relieve the indemnifying party from any
other liability which it may have to such indemnified party. In case any such action shall be brought against any indemnified party and it shall
notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that
it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party; PROVIDED, that if any indemnified party or parties reasonably determine that there may be legal defenses available to such
indemnified party that are different from or in addition to those available to such indemnifying party or that representation of such
indemnifying party and any indemnified party by the same counsel would present a conflict of interest, then such indemnifying party shall not
be entitled to assume such defense. If an indemnifying party is not entitled to assume the defense of such action as a result of the proviso to the
preceding sentence, counsel for such indemnifying party shall be entitled to conduct the defense of such indemnifying party and counsel for the
indemnified party shall be entitled to conduct the defense of such indemnified party or parties. If an indemnifying party assumes the defense of
an action in accordance with and as permitted by the provisions of this paragraph, such indemnifying party shall not be liable to such
indemnified party under Section 4(a) or Section 4(b) of this Agreement for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable costs of investigation. In no event shall the indemnifying party
be liable for the fees and expenses of more than one counsel (in addition to local counsel) separate from its own counsel for all indemnified
parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances.
(d) In order to provide for just and equitable contribution in circumstances in which the indemnity provided for in this Section 4 is for any
reason held to be unavailable to the indemnified parties although applicable in accordance with its terms, the Company and Purchaser shall
contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature
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