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EXHIBIT 2.7
FORM OF
INDEMNIFICATION AGREEMENT
BETWEEN
QUANTUM CORPORATION,
INSULA CORPORATION
AND
MAXTOR CORPORATION
__________, 200_
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TABLE OF CONTENTS
PAGE
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1. INDEMNIFICATION..........................................................................1
1.1 INDEMNIFICATION BY SPINCO.........................................................1
1.2 INDEMNIFICATION BY COMPANY........................................................2
1.3 PROCEDURES FOR DEFENSE, SETTLEMENT AND INDEMNIFICATION OF THIRD PARTY
CLAIMS............................................................................2
1.4 ADDITIONAL MATTERS................................................................4
1.5 SURVIVAL OF INDEMNITIES...........................................................4
2. MISCELLANEOUS............................................................................4
2.1 LIMITATION OF LIABILITY...........................................................4
2.2 ENTIRE AGREEMENT..................................................................5
2.3 ACKNOWLEDGMENT....................................................................5
2.4 GOVERNING LAW.....................................................................5
2.5 TERMINATION.......................................................................5
2.6 AMENDMENT.........................................................................5
2.7 NOTICES...........................................................................5
2.8 INTERPRETATION....................................................................7
2.9 COUNTERPARTS......................................................................7
2.10 NO THIRD PARTY BENEFICIARIES......................................................7
2.11 SEVERABILITY......................................................................7
2.12 OTHER REMEDIES; SPECIFIC PERFORMANCE..............................................7
2.13 ASSIGNMENT........................................................................8
2.14 AUTHORITY.........................................................................8
3. DEFINITIONS..............................................................................8
3.1 ACTION............................................................................8
3.2 AFFILIATED COMPANY................................................................8
3.3 ANCILLARY AGREEMENT...............................................................8
3.4 ASSIGNMENT AGREEMENT..............................................................8
3.5 CLAIMS COMMITTEE..................................................................8
3.6 COMMINGLED CLAIMS.................................................................8
3.7 COMPANY BUSINESS..................................................................8
3.8 COMPANY GROUP.....................................................................8
3.9 COMPANY INDEMNITEES...............................................................9
3.10 HDD BUSINESS......................................................................9
3.11 INDEMNITEE........................................................................9
3.12 LIABILITIES.......................................................................9
3.13 MERGER AGREEMENT..................................................................9
3.14 PERSON............................................................................9
3.15 SEPARATION AGREEMENT..............................................................9
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3.16 SEPARATION DATE...................................................................9
3.17 SPINCO GROUP......................................................................9
3.18 SPINCO INDEMNITEES................................................................9
3.19 SUBSIDIARY........................................................................9
3.20 TAX SHARING AGREEMENT.............................................................9
3.21 TAXES.............................................................................9
3.22 THIRD PARTY CLAIM.................................................................9
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INDEMNIFICATION AGREEMENT
This Indemnification Agreement (this "AGREEMENT") is entered into on
___________, 200_ among Quantum Corporation, a Delaware corporation ("COMPANY"),
Insula Corporation, a Delaware corporation ("SPINCO"), and Maxtor Corporation, a
Delaware corporation ("MAXTOR"). Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to such terms in the Article III
below or in the Amended and Restated Merger Agreement dated as of October 3,
2000 among the parties hereto and a wholly owned subsidiary of Maxtor (the
"MERGER AGREEMENT").
RECITALS
WHEREAS, the Boards of Directors of Company and Spinco have each
determined that it would be appropriate and desirable for Company and its
Subsidiaries to contribute and transfer to Spinco and its Subsidiaries, and for
Spinco and its Subsidiaries to receive and assume, directly or indirectly, the
assets and liabilities currently associated with the HDD Business (the
"SEPARATION") as more completely described in the Assignment and Assumption
Agreement among Parent, Spinco and Maxtor dated the date hereof (the "ASSIGNMENT
AND ASSUMPTION AGREEMENT");
WHEREAS, following the transfer and assumption of such assets and
liabilities to Spinco and immediately prior to and in connection with the merger
of Spinco with and into Maxtor (the "MERGER"), Company will redeem from the
holders of its HDD Common Stock all outstanding shares of HDD Common Stock in
exchange for Spinco Common Stock in accordance with Section 2.4 of the Company's
Restated Certificate of Incorporation (the "REDEMPTION");
WHEREAS, the parties hereto desire to set forth certain agreements
regarding indemnification and insurance in connection with the Separation,
Merger and Redemption.
NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements set forth below, the parties hereto agree as follows:
I. INDEMNIFICATION
1.1 INDEMNIFICATION BY SPINCO. Except as otherwise provided in
this Agreement, Spinco shall, for itself and as agent for each member of the
Spinco Group, indemnify, defend (or, where applicable, pay the defense costs
for) and hold harmless the Company Indemnitees from and against any and all
Liabilities that any third party seeks to impose upon the Company Indemnitees,
or which are imposed upon the Company Indemnitees, and that relate to, arise out
of or result from any of the following items (without duplication):
(a) the HDD Business, or any HDD Liability;
(b) any claim by a Transferred Employee (other than claims
by a Transferred Employee against an employee or former employee of the Company
Group who is not a Transferred Employee); and
(c) any breach by Spinco or any member of the Spinco Group
of the Separation Agreement or any of the Ancillary Agreements (including this
Agreement).
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In the event that any member of the Spinco Group makes a payment to the
Company Indemnitees hereunder, and any of the Company Indemnitees subsequently
diminishes the Liability on account of which such payment was made, either
directly or through a third-party recovery, Company will promptly repay (or will
procure an Company Indemnitee to promptly repay) such member of the Spinco Group
the amount by which the payment made by such member of the Spinco Group exceeds
the actual cost of the associated indemnified Liability.
1.2 INDEMNIFICATION BY COMPANY. Except as otherwise provided in
this Agreement, Company shall, for itself and as agent for each member of the
Company Group, indemnify, defend (or, where applicable, pay the defense costs
for) and hold harmless the Spinco Indemnitees from and against any and all
Liabilities that any third party seeks to impose upon the Spinco Indemnitees, or
which are imposed upon the Spinco Indemnitees, and that relate to, arise out of
or result from any of the following items (without duplication):
(a) the Company Business, the Excluded Liabilities (as
defined in the Assignment and Assumption Agreement) or any Liability of the
Company Group other than the HDD Liabilities;
(b) any claim by an employee or former employee of the
Company Group other than a Transferred Employee (including but not limited to
claims that the Separation, Merger and Redemption constitute a change of control
under such employees' agreements with the Company Group) except as expressly
provided in the Merger Agreement; and
(c) any breach by Company or any member of the Company
Group of the Separation Agreement or any of the Ancillary Agreements (including
this Agreement).
In the event that any member of the Company Group makes a payment to the Spinco
Indemnitees hereunder, and any of the Spinco Indemnitees subsequently diminishes
the Liability on account of which such payment was made, either directly or
through a third-party recovery, Spinco will promptly repay (or will procure a
Spinco Indemnitee to promptly repay) such member of the Company Group the amount
by which the payment made by such member of the Company Group exceeds the actual
cost of the indemnified Liability.
1.3 PROCEDURES FOR DEFENSE, SETTLEMENT AND INDEMNIFICATION OF
THIRD PARTY CLAIMS.
(a) Notice of Claims. If a Company Indemnitee or a Spinco
Indemnitee (as applicable) (an "INDEMNITEE") shall receive notice or otherwise
learn of the assertion by a Person (including any Governmental Authority) who is
not a member of the Company Group or the Spinco Group of any claim or of the
commencement by any such Person of any Action (collectively, a "THIRD PARTY
CLAIM") with respect to which a party (an "INDEMNIFYING PARTY") may be obligated
to provide indemnification to such Indemnitee pursuant to Section 1.2 or this
Section 1.3, or any other section of the Separation Agreement or any Ancillary
Agreement (including this Agreement), Company and Spinco (as applicable) will
ensure that such Indemnitee shall give such Indemnifying Party written notice
thereof within 30 days after becoming aware of such Third Party Claim. Any
such notice shall describe the Third Party Claim in reasonable detail.
Notwithstanding the foregoing, the delay or failure of any Indemnitee or other
Person to give notice as provided in this
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Section 1.3(a) shall not relieve the related Indemnifying Party of its
obligations under this Article I, except to the extent that such Indemnifying
Party is actually and substantially prejudiced by such delay or failure to give
notice.
(b) Defense of Claims Involving Commingled Products or
Employees. With respect to Third Party Claims that involve (i) a commingled
product with components supplied by both the HDD Business and the Company
Business, (ii) an employee, consultant or contractor that was employed by both
the HDD Business and the Company Business or (iii) any similar claims involving
both the HDD Business and the Company Business (collectively, "COMMINGLED
CLAIMS"), the party whose business sold the product, who last employed the
employee or whose business is primarily related to the event, act or omission
giving rise to the potential Liability shall manage the defense of, and may seek
to settle or compromise, any such Commingled Claims. If the party managing the
defense of such Commingled Claim is an Indemnitee with respect thereto, the
costs and expenses of such defense shall be borne by the Indemnifying Party to
the extent of the indemnity provided in the Separation Agreement, this Agreement
or any Ancillary Agreement.
(c) Defense By Indemnifying Party. Other than in the case
of a Commingled Claim an Indemnifying Party will manage the defense of and
(unless the Indemnifying Party has specified any reservations or exceptions to
the obligation to manage the defense or to indemnify that have been referred to,
but not resolved by, the Claims Committee) may settle or compromise any Third
Party Claim. Within 30 days after the receipt of notice from an Indemnitee in
accordance with Section 1.3(a) (or sooner, if the nature of such Third Party
Claim so requires), the Indemnifying Party shall notify the Indemnitee that the
Indemnifying Party will assume responsibility for managing the defense of such
Third Party Claim, which notice shall specify any reservations or exceptions.
(d) Defense By Indemnitee. If an Indemnifying Party fails
to assume responsibility for managing the defense of a Third Party Claim, or
fails to notify an Indemnitee that it will assume responsibility as provided in
Section 1.3(c), such Indemnitee may manage the defense of such Third Party
Claim; provided, however, that the Indemnifying Party shall reimburse all such
costs and expenses in the event it is ultimately determined, in accordance with
the procedures governing the Claims Committee, that the Indemnifying Party is
obligated to indemnify the Indemnitee with respect to such Third Party Claim.
(e) No Settlement By Indemnitee Without Consent. Unless
the Indemnifying Party has failed to manage the defense of the Third Party Claim
in accordance with the terms of this Agreement, no Indemnitee may settle or
compromise any Third Party Claim without the consent of the Indemnifying Party.
(f) No Consent to Certain Judgments or Settlements Without
Consent. Notwithstanding Section 1.3(e) above, no party shall consent to entry
of any judgment or enter into any settlement of a Third Party Claim without the
consent of the other party (such consent not to be unreasonably withheld) if the
effect of such judgment or settlement is to (A) permit any injunction,
declaratory judgment, other order or other nonmonetary relief to be entered,
directly or indirectly, against the other party or (B) affect the other party in
a material fashion due to the allocation of Liabilities and related indemnities
set forth in the Separation Agreement, this Agreement or any other Ancillary
Agreement.
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1.4 ADDITIONAL MATTERS.
(a) Cooperation in Defense and Settlement. With respect to
any Third Party Claim that implicates both Spinco and Company in a material
fashion due to the allocation of Liabilities, responsibilities for management of
defense and related indemnities set forth in the Separation Agreement, this
Agreement or any of the Ancillary Agreements, the parties agree to cooperate
fully and maintain a joint defense (in a manner that will preserve the
attorney-client privilege with respect thereto) so as to minimize such
Liabilities and defense costs associated therewith. The party that is not
responsible for managing the defense of such Third Party Claims shall, upon
reasonable request, be consulted with respect to significant matters relating
thereto and may, if necessary or helpful, associate counsel to assist in the
defense of such claims.
(b) Substitution. In the event of an Action in which the
Indemnifying Party is not a named defendant, if either the Indemnitee or the
Indemnifying Party shall so request, the parties shall endeavor to substitute
the Indemnifying Party for the named defendant. If such substitution or addition
cannot be achieved for any reason or is not requested, the rights and
obligations of the parties regarding indemnification and the management of the
defense of claims as set forth in this Article I shall not be altered.
(c) Subrogation. In the event of payment by or on behalf
of any Indemnifying Party to or on behalf of any Indemnitee in connection with
any Third Party Claim, such Indemnifying Party shall be subrogated to and shall
stand in the place of such Indemnitee, in whole or in part based upon whether
the Indemnifying Party has paid all or only part of the Indemnitee's Liability,
as to any events or circumstances in respect of which such Indemnitee may have
any right, defense or claim relating to such Third Party Claim against any
claimant or plaintiff asserting such Third Party Claim or against any other
person. Such Indemnitee shall cooperate with such Indemnifying Party in a
reasonable manner, and at the cost and expense of such Indemnifying Party, in
prosecuting any subrogated right, defense or claim.
(d) Not Applicable to Taxes. This Agreement shall not
apply to Taxes and liabilities relating thereto (which are covered by the Tax
Sharing Agreement).
(e) Not Applicable to Employment Matters. This Agreement
shall not apply to the matters covered by Article VI of the Merger Agreement.
1.5 SURVIVAL OF INDEMNITIES. Except as otherwise provided herein,
the rights and obligations of the members of the Company Group and the Spinco
Group under this Article I shall survive the sale or other transfer by any party
of any assets or businesses or the assignment by it of any liabilities or the
sale by any member of the Company Group or the Spinco Group of the capital stock
or other equity interests of any Subsidiary to any Person.
II. MISCELLANEOUS
2.1 LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY PARTY BE
LIABLE TO ANY OTHER PARTY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE,
BUSINESS INTERRUPTION OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL
DAMAGES EXCEPT IF THE PARTY HAS INTENTIONALLY OR KNOWINGLY FAILED TO COMPLY WITH
ITS OBLIGATIONS HEREUNDER AND PROVIDED, THAT THE
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FOREGOING LIMITATIONS SHALL NOT LIMIT EACH PARTY'S INDEMNIFICATION OBLIGATIONS
FOR LIABILITIES TO THIRD PARTIES AS SET FORTH IN THE INDEMNIFICATION AGREEMENT.
2.2 ENTIRE AGREEMENT. This Agreement, the Merger Agreement, the
other Ancillary Agreements and the Exhibits and Schedules referenced or attached
hereto and thereto, constitutes the entire agreement between the parties with
respect to the subject matter hereof and shall supersede all prior written and
oral and all contemporaneous oral agreements and understandings with respect to
the subject matter hereof.
2.3 ACKNOWLEDGMENT. The parties acknowledge that rights and
obligations of Spinco shall be transferred to Maxtor by opinion of law. From and
after the Effective Time (as defined in the Merger Agreement), Maxtor hereby
acknowledges and agrees that it shall be liable for all of Spinco's
responsibilities and obligations.
2.4 GOVERNING LAW. This Agreement shall be governed and construed
and enforced in accordance with the laws of the State of Delaware as to all
matters regardless of the laws that might otherwise govern under the principles
of conflicts of laws applicable thereto.
2.5 TERMINATION. This Agreement may be terminated by mutual
consent of Company and Maxtor.
2.6 AMENDMENT. Subject to applicable Law, this Agreement may be
amended by the parties hereto at any time by execution of an instrument in
writing signed on behalf of each of the parties hereto.
2.7 NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally or by commercial
delivery service, or sent via facsimile (receipt confirmed) to the parties at
the following addresses or facsimile numbers (or at such other address or
facsimile numbers for a party as shall be specified by like notice):
(a) if to the Company, to:
QUANTUM CORPORATION
000 XxXxxxxx Xxxx.
Xxxxxxxx, XX 00000
Attention: General Counsel
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
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with copies to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
Professional Corporation
One Market, Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Xxxxxxx X. Xxxxxxx, Esq.
Telephone No. (000) 000-0000
Facsimile No.: (000) 000-0000
(b) if to Spinco, to:
INSULA CORPORATION
000 XxXxxxxx Xxxx.
Xxxxxxxx, XX 00000
Attention: Chief Executive Officer
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
with copies to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
Professional Corporation
One Market, Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Xxxxxxx X. Xxxxxxx, Esq.
Telephone No. (000) 000-0000
Facsimile No.: (000) 000-0000
(c) if to Maxtor, to:
MAXTOR CORPORATION
000 Xxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
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with a copy to:
Xxxx Xxxx Xxxx & Freidenrich LLP
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxx Xxxxxxx, Esq.
Xxxxx Xxxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
2.8 INTERPRETATION. When a reference is made in this Agreement to
Exhibits, such reference shall be to an Exhibit to this Agreement unless
otherwise indicated. The words "include," "includes" and "including" when used
herein shall be deemed in each case to be followed by the words "without
limitation." The table of contents and headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. When reference is made herein to "the business
of" an entity, such reference shall be deemed to include the business of all
direct and indirect Subsidiaries of such entity.
2.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party or parties hereto, it being
understood that all parties hereto need not sign the same counterpart.
2.10 NO THIRD PARTY BENEFICIARIES. Except as provided in Section
2.3, this Agreement is not intended to confer upon any person other than the
parties to this Agreement any rights or remedies under this Agreement.
2.11 SEVERABILITY. The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability or the other provisions of this
Agreement. If any provision of this Agreement, or the application of that
provision to any person or any circumstance, is invalid or unenforceable, (a) a
suitable and equitable provision shall be substituted for that provision in
order to carry out, so far as may be valid and enforceable, the intent and
purpose of the invalid or unenforceable provision and (b) the remainder of this
Agreement and the application of the provision to other persons or circumstances
shall not be affected by such invalidity or unenforceability, nor shall such
invalidity or unenforceability affect the validity or enforceability of the
provision, or the application of that provision, in any other jurisdiction.
2.12 OTHER REMEDIES; SPECIFIC PERFORMANCE. Except as otherwise
provided herein, any and all remedies herein expressly conferred upon a party
hereto shall be deemed cumulative with and not exclusive of any other remedy
conferred hereby, or by Law or equity upon such party, and the exercise by a
party hereto of any one remedy will not preclude the exercise of any other
remedy. The parties hereto agree that irreparable damage would occur in the
event that any of the terms of this Agreement were not performed in accordance
with its specific terms or were otherwise breached. It is accordingly agreed
that the parties hereto shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and
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provisions hereof in any court of the United States or any state having
jurisdiction, this being in addition to any other remedy to which they are
entitled at law or in equity.
2.13 ASSIGNMENT. Except as provided in Section 2.3, no party may
assign either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written approval of the of the parties hereto.
Subject to the preceding sentence, this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
2.14 AUTHORITY. Each of the parties hereto represents to the
others that (a) it has the corporate or other requisite power and authority to
execute, deliver and perform this Agreement, (b) the execution, delivery and
performance of this Agreement by it have been duly authorized by all necessary
corporate or other actions, (c) it has duly and validly executed and delivered
this Agreement, and (d) this Agreement is a legal, valid and binding obligation,
enforceable against it in accordance with the terms subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and general equity principles.
III. DEFINITIONS
3.1 ACTION. "Action" means any demand, action, suit, countersuit,
arbitration, inquiry, proceeding or investigation by or before any federal,
state, local, foreign or international governmental authority or any arbitration
or mediation tribunal.
3.2 AFFILIATED COMPANY. "Affiliated Company" means, with respect
to Company, any entity in which Company holds a 50% or less ownership interest,
and with respect to Spinco, any entity in which Spinco holds a 50% or less
ownership interest.
3.3 ANCILLARY AGREEMENT. "Ancillary Agreement" has the meaning
set forth in Section 2.1 of the Separation Agreement.
3.4 ASSIGNMENT AGREEMENT. "Assignment Agreement" means the
General Assignment and Assumption Agreement attached as Schedule 1 to the Merger
Agreement.
3.5 CLAIMS COMMITTEE. "Claims Committee" means a committee
composed of (i) either the General Counsel or Associate General Counsel of
Company and (i) either the General Counsel or Associate General Counsel of
Maxtor.
3.6 COMMINGLED CLAIMS. "Commingled Claims" has the meaning set
forth in Section 1.3(b) of this Agreement.
3.7 COMPANY BUSINESS. "Company Business" means any business of
Company other than the HDD Business.
3.8 COMPANY GROUP. "Company Group" means Company, each Subsidiary
and Affiliated Company of Company (other than any member of the Spinco Group)
immediately after the Separation Date and each Person that becomes a Subsidiary
or Affiliate Company of Company after the Separation Date.
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3.9 COMPANY INDEMNITEES. "Company Indemnitees" means Company,
each member of the Company Group and each of their respective directors,
officers and employees.
3.10 HDD BUSINESS. "HDD Business" has the meaning set forth in
the Assignment Agreement.
3.11 INDEMNITEE. "Indemnitee" has the meaning set forth in
Section 1.3(a) hereof.
3.12 LIABILITIES. "Liabilities" has the meaning set forth in the
Assignment Agreement.
3.13 MERGER AGREEMENT. "Merger Agreement" means the Amended and
Restated Agreement and Plan of Merger and Reorganization by and among the
Company, Spinco, Maxtor and a wholly owned subsidiary of Maxtor dated as of
October 3, 2000.
3.14 PERSON. "Person" means an individual, a partnership, a
corporation, a limited liability company, an association, a joint stock company,
a trust, a joint venture, an unincorporated organization and a governmental
entity or any department, agency or political subdivision thereof.
3.15 SEPARATION AGREEMENT. "Separation Agreement" means the
Separation and Redemption Agreement among Company, Spinco and Maxtor attached as
Schedule 2 to the Merger Agreement.
3.16 SEPARATION DATE. "Separation Date" means the date provided
in the Separation Agreement.
3.17 SPINCO GROUP. "Spinco Group" means Spinco, Maxtor, each
Subsidiary and Affiliated Company of Spinco immediately after the Separation
Date and each Person that becomes a Subsidiary or Affiliated Company of Spinco
after the Separation Date.
3.18 SPINCO INDEMNITEES. "Spinco Indemnitees" means Spinco, each
member of the Spinco Group and each of their respective directors, officers and
employees.
3.19 SUBSIDIARY. "Subsidiary" means with respect to any specified
Person, any corporation, any limited liability company, any partnership or other
legal entity of which such Person or its Subsidiaries owns, directly or
indirectly, more than 50% of the stock or other equity interest entitled to vote
on the election of the members of the board of directors or similar governing
body. Unless context otherwise requires, reference to Company and its
Subsidiaries shall not include the subsidiaries of Company that will be
transferred to Spinco after giving effect to the Separation.
3.20 TAX SHARING AGREEMENT. "Tax Sharing Agreement" means the Tax
Sharing Agreement, attached as Schedule 3 to the Merger Agreement.
3.21 TAXES. "Taxes" has the meaning set forth in the Tax Sharing
Agreement.
3.22 THIRD PARTY CLAIM. "Third Party Claim" has the meaning set
forth in Section 1.3(a) of this Agreement.
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IN WITNESS WHEREOF, each of the parties has caused this Indemnification
Agreement to be executed on its behalf by its officers thereunto duly authorized
on the day and year first above written.
QUANTUM CORPORATION
By:
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Name:
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Title:
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INSULA CORPORATION
By:
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Name:
----------------------------------
Title:
---------------------------------
MAXTOR CORPORATION
By:
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Name:
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Title:
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