Common use of Indemnification by Atlantic Clause in Contracts

Indemnification by Atlantic. ATLANTIC will indemnify and --------------------------- hold harmless the Agent, each of the Agent's directors and officers, and each person, if any, who controls the Agent within the meaning of the Securities Act against any loss, claim, damage or liability, joint or several, to which the Agent or any such controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon (a) an untrue statement or alleged untrue statement made by ATLANTIC in Article II hereof or (b) an untrue statement or alleged untrue statement of a material fact contained (i) in the Registration Statement or any preliminary prospectus or the Prospectus or any amendment or supplement thereto or (ii) in any blue sky application or other document executed by ATLANTIC specifically for that purpose or based upon written information furnished by ATLANTIC filed in any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, document or information being hereinafter called a "Blue Sky Application") or (c) the omission or alleged omission to -------------------- state in the Registration Statement or any preliminary prospectus or the Prospectus or any amendment or supplement thereto or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse the Agent and each such controlling person for any legal or other expenses reasonably incurred by the Agent or such controlling person in connection with investigating or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action; provided, however, that ATLANTIC will not be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to ATLANTIC through the Agent or by or on behalf of the Agent specifically for use in the preparation of the Registration Statement or any such preliminary prospectus or the Prospectus or any such amendment or supplement thereto or any such Blue Sky Application; and provided, further, that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus but eliminated or remedied in the Prospectus, such indemnity agreement shall not inure to the benefit of the Agent from whom the person asserting any loss, claim, damage or liability purchased the Shares which are the subject thereof (or to the benefit of any person who controls the Agent), if a copy of the Prospectus was not sent or given to such person with or prior to the written confirmation of the sale of such Shares to such person. This indemnity agreement is in addition to any liability which ATLANTIC may otherwise have and shall survive the delivery of and payment for the Unsubscribed Shares.

Indemnification by Atlantic. ATLANTIC will Atlantic shall, and it hereby agrees to, indemnify and --------------------------- hold harmless the AgentDigiTar, each of the Agent's directors and officers, and each person, if any, who controls the Agent DigiTar within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective directors, officers, employees, trustees and agents (collectively, "DigiTar's Indemnified Parties"), against any losslosses, claimclaims, damage damages or liabilityliabilities, joint or several, to which the Agent or any such controlling person DigiTar's Indemnified Parties may become subject, under the Securities Act or otherwise, insofar as such losslosses, claimclaims, damage damages or liability liabilities (or action actions in respect thereof) arises arise out of or is are based upon (a) an untrue statement or alleged untrue statement made by ATLANTIC in Article II hereof or (b) an untrue statement or alleged untrue <PAGE> statement of a material fact contained (i) in the Registration Statement or any preliminary prospectus preliminary, final or the summary Prospectus contained therein or furnished by Atlantic to DigiTar, or any amendment or supplement thereto thereto, or (ii) in any blue sky application arise out of or other document executed by ATLANTIC specifically for that purpose or are based upon written information furnished by ATLANTIC filed in any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, document or information being hereinafter called a "Blue Sky Application") or (c) the omission or alleged omission to -------------------- state in the Registration Statement or any preliminary prospectus or the Prospectus or any amendment or supplement thereto or in any Blue Sky Application therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will Atlantic shall, and it hereby agrees to, reimburse the Agent and each such controlling person DigiTar's Indemnified Parties for any legal or other expenses reasonably incurred by the Agent or such controlling person them in connection with investigating or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that ATLANTIC will the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such losses, claims, damages or liabilities if such settlement is effected without the consent of Atlantic (which consent shall not be unreasonably withheld); provided, further, that, in the case of DigiTar, Atlantic shall not be liable to any such person in any such case to the extent, but only to the extent, extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, or preliminary, final or summary prospectus, or amendment or supplement in reliance upon and in conformity with written information furnished to ATLANTIC through the Agent or Atlantic by or on behalf of the Agent specifically such person expressly for use in the preparation of the Registration Statement or any such preliminary prospectus or the Prospectus or any such amendment or supplement thereto or any such Blue Sky Applicationtherein; and provided, further, that the foregoing indemnity agreement is subject that, Atlantic shall not be liable in any such case to the condition thatextent that any such loss, insofar as it relates to any claim, damage, liability or expense arises out of or is based upon an untrue statement, statement or alleged untrue statement, statement or omission or alleged omission made in any preliminary prospectus but eliminated if (i) DigiTar failed to send or remedied in the Prospectus, such indemnity agreement shall not inure to the benefit of the Agent from whom the person asserting any loss, claim, damage or liability purchased the Shares which are the subject thereof (or to the benefit of any person who controls the Agent), if deliver a copy of the Prospectus was not sent or given to such person with or prior to the delivery of written confirmation of the sale of Registrable Securities and (ii) the Prospectus corrected such Shares untrue statement or omission; and provided, further, Atlantic shall not be liable to the extent that any such personloss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission, or alleged omission is corrected in an amendment or supplement to the Prospectus and if having previously been furnished by or on behalf of DigiTar with copies of the Prospectus as so amended or supplemented, DigiTar thereafter fail to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of Registrable Securities to the person asserting such loss, claim, damage, liability or expense who purchased such Registrable Securities which is the subject thereof from DigiTar. This indemnity agreement is in addition to any liability which ATLANTIC may otherwise have and shall survive the delivery of and payment for the Unsubscribed Shares.(b)

Indemnification by Atlantic. ATLANTIC will Atlantic shall, and it hereby agrees to, indemnify and --------------------------- hold harmless the AgentDigiTar, each of the Agent's directors and officers, and each person, if any, who controls the Agent DigiTar within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective directors, officers, employees, trustees and agents (collectively, "DigiTar's Indemnified Parties"), against any losslosses, claimclaims, damage damages or liabilityliabilities, joint or several, to which the Agent or any such controlling person DigiTar's Indemnified Parties may become subject, under the Securities Act or otherwise, insofar as such losslosses, claimclaims, damage damages or liability liabilities (or action actions in respect thereof) arises arise out of or is are based upon (a) an untrue statement or alleged untrue statement made by ATLANTIC in Article II hereof or (b) an untrue statement or alleged untrue statement of a material fact contained (i) in the Registration Statement or any preliminary prospectus preliminary, final or the summary Prospectus contained therein or furnished by Atlantic to DigiTar, or any amendment or supplement thereto thereto, or (ii) in any blue sky application arise out of or other document executed by ATLANTIC specifically for that purpose or are based upon written information furnished by ATLANTIC filed in any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, document or information being hereinafter called a "Blue Sky Application") or (c) the omission or alleged omission to -------------------- state in the Registration Statement or any preliminary prospectus or the Prospectus or any amendment or supplement thereto or in any Blue Sky Application therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will Atlantic shall, and it hereby agrees to, reimburse the Agent and each such controlling person DigiTar's Indemnified Parties for any legal or other expenses reasonably incurred by the Agent or such controlling person them in connection with investigating or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that ATLANTIC will the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such losses, claims, damages or liabilities if such settlement is effected without the consent of Atlantic (which consent shall not be unreasonably withheld); provided, further, that, in the case of DigiTar, Atlantic shall not be liable to any such person in any such case to the extent, but only to the extent, extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, or preliminary, final or summary prospectus, or amendment or supplement in reliance upon and in conformity with written information furnished to ATLANTIC through the Agent or Atlantic by or on behalf of the Agent specifically such person expressly for use in the preparation of the Registration Statement or any such preliminary prospectus or the Prospectus or any such amendment or supplement thereto or any such Blue Sky Applicationtherein; and provided, further, that the foregoing indemnity agreement is subject that, Atlantic shall not be liable in any such case to the condition thatextent that any such loss, insofar as it relates to any claim, damage, liability or expense arises out of or is based upon an untrue statement, statement or alleged untrue statement, statement or omission or alleged omission made in any preliminary prospectus but eliminated if (i) DigiTar failed to send or remedied in the Prospectus, such indemnity agreement shall not inure to the benefit of the Agent from whom the person asserting any loss, claim, damage or liability purchased the Shares which are the subject thereof (or to the benefit of any person who controls the Agent), if deliver a copy of the Prospectus was not sent or given to such person with or prior to the delivery of written confirmation of the sale of Registrable Securities and (ii) the Prospectus corrected such Shares untrue statement or omission; and provided, further, Atlantic shall not be liable to the extent that any such person. This indemnity agreement loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in addition the Prospectus, if such untrue statement or alleged untrue statement, omission, or alleged omission is corrected in an amendment or supplement to any the Prospectus and if having previously been furnished by or on behalf of DigiTar with copies of the Prospectus as so amended or supplemented, DigiTar thereafter fail to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of Registrable Securities to the person asserting such loss, claim, damage, liability or expense who purchased such Registrable Securities which ATLANTIC may otherwise have and shall survive is the delivery of and payment for the Unsubscribed Sharessubject thereof from DigiTar.