Apple 1997 Annual Report Download - page 106

contemplated by said indemnity incurred by the Company and Purchaser, as incurred; PROVIDED that 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 that was not
guilty of such fraudulent misrepresentation. As between the Company, on the one hand, and Purchaser, on the other hand, such parties shall
contribute to such aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement in such
proportion as shall be appropriate to reflect the relative fault of the Company, on the one hand, and the Purchaser, on the other hand, with
respect to the statements or omissions which resulted in such loss, liability, claim, damage or expense, or action in respect thereof, as well as
any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Purchaser, on the other hand, shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company, on the one hand, or by or on behalf of the Purchaser, on the
other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and the Purchaser agree, that it would not be just and equitable if contribution pursuant to this Section 4 were to be determined
by pro rata allocation or by any other method of allocation that does not take into account the relevant equitable considerations. For purposes of
this Section
4(d), each person who controls the Company or the Purchaser within the meaning of Section 15 of the Securities Act shall have the same rights
to contribution as Purchaser or the Company, as the case may be. No party shall be liable for contribution with respect to any action, suit,
proceeding or claim settled without its written consent.
(e) The Company may require, as a condition to entering into any underwriting agreement with respect to the registration of Subject Stock, that
the Company shall have received an undertaking reasonably satisfactory to it from each underwriter named in any such underwriting
agreement, severally and not jointly, to comply with the provisions of paragraphs (a) through (d) of this Section 4.
(f) The obligations of the Company and Purchaser under this
Section 4 shall survive the completion of any offering of Subject Stock in a registration statement.
5. NOTICES. Any notice or other communication given under this Agreement shall be sufficient if in writing and sent by registered or certified
mail, return receipt requested, postage prepaid, to a party at its address set forth below (or at such other address as shall be designated for such
purpose by such party in a written notice to the other party hereto):
(a) if to the Company, to it at:
One Infinite Loop
Cupertino, CA 95014
Attention: Chief Financial Officer
with a copy addressed as set forth above but to the attention of the General Counsel;
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