Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. Each of the Holders will, if Registrable Securities held by it are included in the securities as to which such Registration Statement is being effected, indemnify the Company, each of its directors and officers, and each Person who “controls” the Company within the meaning of SEC Rule 405 under the Securities Act, against all Claims arising out of or based on any actual or alleged untrue statement of a material fact, or any omission or a material fact required to be stated therein or necessary in order to make the statement included or incorporated therein not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; provided, however, that the obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by such Holder from the sale of the Registrable Securities pursuant to the Registration Statement.

Indemnification by the Holders. Each Electing Holder agrees, as a consequence of the Holders will, if inclusion of any of such Holder's Registrable Securities held by it are included in the securities as such Shelf Registration Statement, severally and not jointly, to which such Registration Statement is being effected(i) indemnify and hold harmless Parent, indemnify the Company, each of its directors and officers, officers who sign any Shelf Registration Statement and each Person person, if any, who “controls” the Company controls Parent within the meaning of SEC Rule 405 either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any Losses, to which Parent or such other persons may become subject, under the Securities ActAct or otherwise, against all Claims arising insofar as such Losses (or actions in respect thereof) arise out of or are based on any actual upon an untrue statement or alleged untrue statement of a material factfact contained in such Shelf Registration Statement or Prospectus, or any amendment or supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statement included or incorporated statements therein not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company Parent by or on behalf of such Holder and stated to be specifically Holder, expressly for use therein; provided, however, that the obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received and (ii) reimburse Parent for any legal or other expenses reasonably incurred by Parent in connection with investigating or defending any such Holder from the sale of the Registrable Securities pursuant to the Registration Statementaction or claim as such expenses are incurred.

Indemnification by the Holders. Each In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the Holders willfullest extent permitted by law, the Parent, each underwriter (if the underwriter so requires) and their respective officers, partners, directors and agents, if Registrable Securities held by it are included in the securities as to which such Registration Statement is being effected, indemnify the Company, each of its directors and officersany, and each Person Person, if any, who “controls” controls the Company Parent or such underwriter within the meaning of SEC Rule 405 under section 15 of the Securities Act, against all Claims arising out of any losses, claims, damages, liabilities (or based on proceedings in respect thereof) and expenses resulting from any actual untrue statement or alleged untrue statement of a material fact, fact or any omission or alleged omission of a material fact required to be stated therein in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary in order to make the statement included or incorporated statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, but only to the extent, extent that such untrue statement (is contained in or alleged untrue statement) or such omission (or alleged omission) is made from information so concerning a holder furnished in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company writing by or on behalf of such Holder and stated to be specifically holder expressly for use therein; provided, however, that the such holder's obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by to such Holder from the sale holder of the Registrable Securities sold pursuant to the Registration Statementsuch registration statement.

Indemnification by the Holders. Each In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the Holders willfullest extent permitted by law, the Parent, each underwriter (if the underwriter so requires) and their respective officers, directors and agents, if Registrable Securities held by it are included in the securities as to which such Registration Statement is being effected, indemnify the Company, each of its directors and officersany, and each Person Person, if any, who “controls” controls the Company Parent or such underwriter within the meaning of SEC Rule 405 under section 15 of the Securities Act, against all Claims arising out of any losses, claims, damages, liabilities (or based on proceedings in respect thereof) and expenses resulting from any actual untrue statement or alleged untrue statement of a material fact, fact or any omission or alleged omission of a material fact required to be stated therein in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary in order to make the statement included or incorporated statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, but only to the extent, extent that such untrue statement (is contained in or alleged untrue statement) such omission is from information so concerning a holder, or omission (or alleged omission) is made as to such holder's plan of distribution with respect to such holder's Registrable Securities, in the Registration Statement, prospectus or other document either case furnished in reliance upon and in conformity with written information furnished to the Company writing by or on behalf of such Holder and stated to be specifically holder expressly for use therein; provided, however, that the such holder's obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by to such Holder from the sale holder of the Registrable Securities sold pursuant to the Registration Statementsuch registration statement.

Indemnification by the Holders. Each of In connection with the Resale Registration Statement in which the Holders will, if Registrable Securities held by it are included in the securities as to which such Registration Statement is being effected, indemnify the Companyparticipating, each of Holder shall furnish to SkyTerra in writing such information as SkyTerra reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify SkyTerra, its directors directors, officers, employees and officersAffiliates, and each Person who “controls” the Company controls SkyTerra (within the meaning of SEC Rule 405 under the Securities Act), against all Claims arising out of or based on any actual losses, claims, damages, liabilities, and expenses resulting from any untrue or alleged untrue statement of material fact contained in the Resale Registration Statement, the prospectus or preliminary prospectus forming a material fact, part of the Resale Registration Statement or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statement included or incorporated therein statements therein, in light of the circumstances under which they were made, not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, but only to the extent, extent that any information so furnished in writing by such Holder contains such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated omits a material fact required to be specifically for use thereinstated therein necessary to make the statements therein not misleading; provided, however, that the obligations any such obligation of each of the Holders Holder to indemnify SkyTerra hereunder shall be limited to an amount equal to the net proceeds received by to such Holder from the sale of the Registrable Securities Acquired Shares pursuant to the Resale Registration Statement in the case of the Resale Registration Statement.

Indemnification by the Holders. Each of Holder severally and not jointly agrees to indemnify and hold harmless, to the Holders willfullest extent permitted by law, if Registrable Securities held by it are included in the securities as to which such Registration Statement is being effected, indemnify the Company, each of Parent and its directors and officers, Agents and each Person who “controls” the Company controls Parent (within the meaning of SEC Rule 405 under the Securities Act) and its Agents against any and all Claims, against all insofar as such Claims arising arise out of or are based on upon any actual untrue or alleged untrue statement of a material factfact contained in any Registration Statement or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to such registration, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statement included or incorporated statements therein not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company Parent by or on behalf of such Holder and stated to be specifically expressly for use therein; provided, however, that the obligations of aggregate amount that each of the Holders hereunder Holder shall be limited required to an pay pursuant to this Section 5.2 shall in no event be greater than the amount equal to of the net proceeds received by such Holder from upon the sale of the Registrable Securities pursuant to the Registration StatementStatement giving rise to such Claims less all amounts previously paid by the Holders with respect to any such Claims. Such indemnity shall survive the transfer of such securities by the Holders or any Underwriter.

Indemnification by the Holders. Each Holder severally agrees, as a consequence of and upon the Holders will, if inclusion of any of its Registrable Securities held by it are included in the securities as to which such a Registration Statement is being effectedwhich facilitates the disposition of Registrable Securities, to indemnify and hold harmless the Company, each of its directors and officersdirectors, its officers and each Person person, if any, who “controls” controls the Company within the meaning of SEC Rule 405 either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities ActAct or otherwise, against all Claims arising insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on any actual upon an untrue statement or alleged untrue statement of a material fact, fact contained in such Registration Statement or any Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statement included or incorporated statements therein (in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically expressly for use therein; provided, however, that the obligations of each such Holder shall not be liable under this Section 6(b) for any amount in excess of the Holders hereunder shall be limited gross proceeds paid to an amount equal to the net proceeds received by such Holder from the sale in respect of the Registrable Securities pursuant to the Registration Statementshares sold by it.

Indemnification by the Holders. Each of Holder agrees to indemnify, to ------------------------------ the Holders will, extent permitted by law (or if Registrable Securities indemnification is held by it are included in a court of competent jurisdiction to be unavailable, to contribute to the securities as to which such Registration Statement is being effectedamount paid or payable by), indemnify the Company, each of its directors and officers, officers and each Person person or entity who “controls” controls the Company (within the meaning of SEC Rule 405 under the Securities Act) and each person or entity which participates as or may be deemed to be an underwriter in the offering or sale of such securities against any losses, against all Claims arising out of or based on claims, damages, liabilities and expenses resulting from (i) any actual untrue or alleged untrue statement of a material factfact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statement included or incorporated statements therein not misleading, contained (in the Registration Statement, case of a prospectus, always in light of the circumstances under which the statements are made) or other offering document made (iii) any violation by the Company of the Securities Act or on behalf of such Holderany state securities law, and will reimburse the Company"blue sky" law, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred law, applicable to the Company in connection with investigating and defending any such Claimregistration, in each case to the extentqualification, or compliance, but only to the extent, extent that such loss, claim, damage, liability or expense arises out of or is based upon any untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus such registration statement or other amendment or supplement thereto or any document in reliance upon and in conformity with the written information furnished to the Company by or on behalf of such Holder and stated to be specifically expressly for use therein; provided, however, that in the obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by such Holder from the sale of the Registrable Securities pursuant to the Registration Statementregistration statement.

Indemnification by the Holders. Each Electing Holder agrees, as a consequence of the Holders will, if inclusion of any of such holder's Registrable Securities held by it are included in the securities as any Shelf Registration Statement, severally and not jointly, to which such Registration Statement is being effected, (i) indemnify and hold harmless the Company, each of its directors and officersdirectors, its officers who sign such Shelf Registration Statement and each Person person, if any, who “controls” controls the Company within the meaning of SEC Rule 405 either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities ActAct or otherwise, against all Claims arising insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on any actual or alleged upon an untrue statement of a material factfact contained in such Shelf Registration Statement or Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or to state therein a material fact required to be stated therein or necessary in order to make the statement included or incorporated statements therein not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically holder for use therein; provided, however, that therein and (ii) reimburse the obligations of each of Company and its directors and its officers who sign such Shelf Registration Statement for any legal or other expenses reasonably incurred by the Holders hereunder shall be limited to an amount equal to the net proceeds received by Company and such Holder from the sale of the Registrable Securities pursuant to the Registration Statementdirectors and officers in connection with investigating or defending any such action or claim as such expenses are incurred.

Indemnification by the Holders. Each Electing Holder agrees, as a consequence of the Holders will, if inclusion of any of such Holder's Registrable Securities held by it are included in the securities as such Shelf Registration Statement, severally and not jointly, to which such Registration Statement is being effected, (i) indemnify and hold harmless the Company, each of its directors and officersdirectors, officers who sign any Shelf Registration Statement and each Person person, if any, who “controls” controls the Company within the meaning of SEC Rule 405 either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities ActAct or otherwise, against all Claims arising insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on any actual upon an untrue statement or alleged untrue statement of a material factfact contained in such Shelf Registration Statement or Prospectus, or any amendment or supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statement included or incorporated statements therein not misleading, contained misleading (in the Registration Statementcase of the Prospectus, prospectus, or other offering document made by or on behalf in light of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claimcircumstances under which they were made), in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically expressly for use therein; provided, however, that and (ii) reimburse the obligations of each of Company for any legal or other expenses reasonably incurred by the Holders hereunder shall be limited to an amount equal to the net proceeds received by Company in connection with investigating or defending any such Holder from the sale of the Registrable Securities pursuant to the Registration Statementaction or claim as such expenses are incurred.

Indemnification by the Holders. Each of In connection with the Resale Registration Statement in which the Holders will, if Registrable Securities held by it are included in the securities as to which such Registration Statement is being effected, indemnify the Companyparticipating, each of Holder shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify Motient, its directors directors, officers, employees and officersAffiliates, and each Person who “controls” the Company controls Motient (within the meaning of SEC Rule 405 under the Securities Act), against all Claims arising out of or based on any actual losses, claims, damages, liabilities, and expenses resulting from any untrue or alleged untrue statement of material fact contained in the Resale Registration Statement, the prospectus or preliminary prospectus forming a material fact, part of the Resale Registration Statement or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statement included or incorporated therein statements therein, in light of the circumstances under which they were made, not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, but only to the extent, extent that any information so furnished in writing by such Holder contains such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated omits a material fact required to be specifically for use thereinstated therein necessary to make the statements therein not misleading; provided, however, that the obligations any such obligation of each of the Holders Holder to indemnify Motient hereunder shall be limited to an amount equal to the net proceeds received by to such Holder from the sale of the Registrable Securities Covered Shares pursuant to the Resale Registration Statement in the case of the Resale Registration Statement.

Indemnification by the Holders. Each of Holder agrees severally and not jointly to indemnify and hold harmless the Holders willCompany and any underwriter, if Registrable Securities held by it are included in as the securities as to which such Registration Statement is being effectedcase may be, indemnify the Companyand their respective directors, each of its directors and officers, agents, partners, trustees, stockholders and each Person who “controls” the Company controlling Persons (within the meaning of SEC Rule 405 under Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, against all Claims claims, damages, liabilities and expenses (including reasonable attorneys’ fees, disbursements and expenses, as incurred), incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based on upon any actual untrue or alleged untrue statement of a material factfact contained in, or any omission or alleged omission of a material fact required to be stated therein in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary in order to make the statement included statements therein (in case of the Prospectus or incorporated therein a preliminary Prospectus, in the light of the circumstances then existing) not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, but only to the extent, extent that any such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus or other document in reliance upon on and in conformity with written information furnished in writing to the Company by or on behalf of such Holder and stated to be or its counsel specifically for use inclusion therein; provided, however, that the obligations liability of each of the Holders Holder hereunder shall be limited to an amount equal to not in any event exceed the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from the sale of the Registrable Securities pursuant to covered by the applicable Registration Statement.

Indemnification by the Holders. Each of Holder agrees severally and not jointly to indemnify and hold harmless the Holders willCompany and any underwriter, if Registrable Securities held by it are included in as the securities as to which such Registration Statement is being effectedcase may be, indemnify the Companyand their respective directors, each of its directors and officers, agents, partners, trustees, stockholders and each Person who “controls” the Company controlling Persons (within the meaning of SEC Rule 405 under Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, against all Claims claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurred), incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based on upon any actual untrue or alleged untrue statement of a material factfact contained in, or any omission or alleged omission of a material fact required to be stated therein in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary in order to make the statement included statements therein (in case of the Prospectus or incorporated therein a preliminary Prospectus, in the light of the circumstances then existing) not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, but only to the extent, extent that any such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus or other document in reliance upon on and in conformity with written information furnished in writing to the Company by or on behalf of such Holder and stated to be or its counsel specifically for use inclusion therein; provided, however, that the obligations liability of each of the Holders Holder hereunder shall be limited to an amount equal to not in any event exceed the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from the sale of the Registrable Securities pursuant to covered by the applicable Registration Statement.

Indemnification by the Holders. Each of In connection with the Holders will, if Registrable Securities held by it are included in the securities as to which such Resale Registration Statement in which any Holder is being effected, indemnify the Companyparticipating, each of such Holder shall furnish to SkyTerra in writing such information as SkyTerra reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, each Holder shall indemnify SkyTerra, its directors directors, officers, employees and officersAffiliates, and each Person who “controls” the Company controls SkyTerra (within the meaning of SEC Rule 405 under the Securities Act), against all Claims arising out of or based on any actual losses, claims, damages, liabilities, and expenses resulting from any untrue or alleged untrue statement of material fact contained in the Resale Registration Statement, the prospectus or preliminary prospectus forming a material fact, part of the Resale Registration Statement or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statement included or incorporated therein statements therein, in light of the circumstances under which they were made, not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, but only to the extent, extent that any information so furnished in writing by such Holder contains such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated omits a material fact required to be specifically for use thereinstated therein necessary to make the statements therein not misleading; provided, however, that the obligations obligation of each of the Holders any Holder to indemnify SkyTerra hereunder shall be limited to an amount equal to the net proceeds received by to such Holder from the sale of the Registrable Securities such Holder’s Acquired Shares pursuant to the Resale Registration Statement.

Indemnification by the Holders. Each of the Holders will, if Registrable Securities held by it are included in the securities as to which such Registration Statement is being effected, indemnify the CompanyThe Holders, each of individually and not jointly, agree to indemnify and hold harmless GI, its respective agents, directors and officers, and each Person other person, if any, who “controls” the Company controls (within the meaning of SEC Rule 405 the Securities Act) GI and each other person (including underwriters) who participates in the offering of such Registrable Securities, against all losses, claims, damages and liabilities to which GI, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement of any material fact contained in any such registration statement, on the effective date thereof, under which such Registrable Securities were registered under the Securities Act, against all Claims arising in any preliminary prospectus or final prospectus contained therein or in any amendment or supplement to any preliminary prospectus or final prospectus (if used during the period GI is required to keep such registration statement current in any such case), or arise out of or are based on any actual upon the omission or alleged untrue statement of a material fact, or any omission or to state therein a material fact required to be stated therein or necessary in order to make the statement included or incorporated statements therein not misleading, contained in but only if and to the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending extent that any such Claimloss, in each case to the extentclaim, but only to the extent, that damage or liability arises out of or is based upon any such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statementsuch registration statement, said preliminary or final prospectus or other document said amendment or supplement in reliance upon and in conformity with written information furnished to GI by an instrument duly executed by the Company by Holders or on behalf of such Holder underwriter, as the case may be, and specifically stated to be specifically for use therein; provided, however, that in the obligations preparation of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by such Holder from the sale of the Registrable Securities pursuant to the Registration Statementregistration statement.

Indemnification by the Holders. Each of the Holders will, if Registrable Securities held by it are included in the securities as to which such Registration Statement is being effected, indemnify the CompanyThe Holders, each of individually ------------------------------ and not jointly, agree to indemnify and hold harmless GI, its respective agents, directors and officers, and each Person other person, if any, who “controls” the Company controls (within the meaning of SEC Rule 405 the Securities Act) GI and each other person (including underwriters) who participates in the offering of such Registrable Securities, against all losses, claims, damages and liabilities to which GI, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement of any material fact contained in any such registration statement, on the effective date thereof, under which such Registrable Securities were registered under the Securities Act, against all Claims arising in any preliminary prospectus or final prospectus contained therein or in any amendment or supplement to any preliminary prospectus or final prospectus (if used during the period GI is required to keep such registration statement current in any such case), or arise out of or are based on any actual upon the omission or alleged untrue statement of a material fact, or any omission or to state therein a material fact required to be stated therein or necessary in order to make the statement included or incorporated statements therein not misleading, contained in but only if and to the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending extent that any such Claimloss, in each case to the extentclaim, but only to the extent, that damage or liability arises out of or is based upon any such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statementsuch registration statement, said preliminary or final prospectus or other document said amendment or supplement in reliance upon and in conformity with written information furnished to GI by an instrument duly executed by the Company by Holders or on behalf of such Holder underwriter, as the case may be, and specifically stated to be specifically for use therein; provided, however, that in the obligations preparation of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by such Holder from the sale of the Registrable Securities pursuant to the Registration Statementregistration statement.

Indemnification by the Holders. Each Holder agrees, as a consequence of the Holders will, if inclusion of any of such Holder’s Registrable Securities held by it are included in the securities as such Shelf Registration Statement, severally and not jointly, to which such Registration Statement is being effected, (i) indemnify and hold harmless the Company, each of its directors and officersdirectors, officers who sign any Shelf Registration Statement and each Person person, if any, who “controls” controls the Company within the meaning of SEC Rule 405 either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities ActAct or otherwise, against all Claims arising insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on any actual upon an untrue statement or alleged untrue statement of a material factfact contained in such Shelf Registration Statement or Prospectus, or any amendment or supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statement included or incorporated statements therein not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically Holder, expressly for use therein; providedtherein or with respect to a failure to deliver the Prospectus as described in clause (A) or (B) of Section 6(a) hereof, however, that and (ii) reimburse the obligations of each of Company for any legal or other expenses reasonably incurred by the Holders hereunder shall be limited to an amount equal to the net proceeds received by Company in connection with investigating or defending any such Holder from the sale of the Registrable Securities pursuant to the Registration Statementaction or claim as such expenses are incurred.