Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. Each Holder agrees severally and not jointly to indemnify and hold harmless the Company and any underwriter, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, 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 upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information furnished in writing to the Company by such Holder or its counsel specifically for inclusion therein; provided, however, that the liability of each Holder hereunder shall 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 Registrable Securities covered by the applicable Registration Statement.

Indemnification by the Holders. Each In connection with any registration statement in which a Holder agrees is participating, each such Holder, severally and not jointly jointly, shall indemnify, to indemnify and hold harmless the Company and any underwriterfullest extent permitted by law, as the case may beCompany, each underwriter (if the underwriter so requires) and their respective officers, directors, officers, partners and agents, partnersif any, trusteesand each Person, stockholders and controlling Persons (if any, who controls the Company or such underwriter within the meaning of Section section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) 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 upon resulting from any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus in the registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in the case of the Prospectus or a preliminary Prospectusany prospectus, in the light of the circumstances then existingunder which they were made) not misleading, but only to the extent that any such untrue statement is contained in or such omission is made in reliance on and in conformity with from information so concerning a Holder, or such Holder's intended method of distribution, furnished in writing to the Company by such Holder or its counsel specifically expressly for inclusion use therein; providedPROVIDED, howeverHOWEVER, that the liability of each Holder such Holder's obligations hereunder shall not in any event exceed be limited to an amount equal to the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by to such Holder from of the sale of Registrable Securities covered by the applicable Registration Statementsold pursuant to such registration statement.

Indemnification by the Holders. Each To the extent permitted by law, each selling Holder agrees severally and not jointly to will indemnify and hold harmless the Company and any underwriterCompany, as the case may be, and their respective each of its directors, officerseach of its officers who has signed the registration statement, agentseach person, partnersif any, trustees, stockholders and controlling Persons (who controls the Company within the meaning of Section 15 of the Securities Act Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or Section 20 of the Exchange Act) other Holder, against any losses, claims, damages, or liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurred), incurred by such party pursuant joint or several) to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or necessary to make the statements therein other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in case respect thereto) arise out of the Prospectus or a preliminary Prospectusare based upon any Violation, in each case to the light of the circumstances then existing) not misleading, but extent (and only to the extent extent) that any such untrue statement or omission is made Violation occurs in reliance on upon and in conformity with written information furnished in writing to the Company by such Holder expressly for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or its counsel specifically for inclusion thereinother expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 1.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the liability of each Holder hereunder indemnity agreement contained in this Section 1.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnification by a Holder under this Section 1.7(b) exceed the net proceeds (after deduction of underwriting discounts and commissions and from the offering expenses payable received by such Holder) received , except in the case of willful fraud by such Holder from the sale of Registrable Securities covered by the applicable Registration StatementHolder.

Indemnification by the Holders. Each Holder agrees If any Registrable Securities are included in any registration statement, the Holders of such Registrable Securities so registered shall, severally and not jointly to jointly, indemnify and hold harmless the Company and any underwritereach director, as officer and affiliate of the case may beCompany, and their respective directorseach other individual or entity, officersif any, agents, partners, trustees, stockholders and controlling Persons who controls (within the meaning of Section 15 the Securities Act) the Company (each of the Securities Act or Section 20 of the Exchange Actforegoing, a "Company Indemnitee") against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, insofar as incurred), incurred by such party pursuant Losses to any actual or threatened action, suit, proceeding or investigation arising a Company Indemnitee arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained inin such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or an omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any if such untrue statement or alleged statement or omission is or alleged omission was made in reliance on upon and in conformity with written information pertaining to such Holder and furnished in writing to the Company by such Holder for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or its counsel specifically for inclusion therein; supplement, provided, however, however that the no Holder shall have any liability under this Section 5.2 for any amount in excess of each Holder hereunder shall not in any event exceed the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) actually received by such Holder from the sale of the Registrable Securities covered by the applicable Registration Statementincluded in such registration statement.

Indemnification by the Holders. Each In connection with the Resale Registration Statement in which the Holders are participating, each Holder agrees severally and not jointly 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 and hold harmless the Company and any underwriterMotient, as the case may be, and their respective its directors, officers, agentsemployees and Affiliates, partners, trustees, stockholders and controlling Persons each Person who controls Motient (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) ), against any losses, claims, damages, liabilities 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 upon resulting from any untrue or alleged untrue statement of a material fact contained inin the Resale Registration Statement, the prospectus or preliminary prospectus forming a 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 in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectustherein, in the light of the circumstances then existing) under which they were made, not misleading, but only to the extent that any information so furnished in writing by such Holder contains such untrue statement or omission is made in reliance on and in conformity with information furnished in writing omits a material fact required to be stated therein necessary to make the Company by such Holder or its counsel specifically for inclusion thereinstatements therein not misleading; provided, however, that the liability any such obligation of each Holder to indemnify Motient hereunder shall not in any event exceed be limited to the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by to such Holder from the sale of Registrable Securities covered by the applicable Acquired Shares pursuant to the Resale Registration Statement in the case of the Resale Registration Statement.

Indemnification by the Holders. Each The Holder agrees severally to indemnity, to the full extent permitted by law, the Company, its directors, officers and not jointly to indemnify counsel and hold harmless each Person who controls the Company and any underwriter, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurred), incurred by such party pursuant to resulting from any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained inin the registration statement, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, to the extent, but only to the extent extent, that any such untrue or alleged untrue statement or omission is made relates to any information with respect to such Holder, in reliance on and in conformity with information its capacity as such, so furnished in writing to the Company by such Holder or its counsel specifically for inclusion thereinin any registration statement, prospectus or preliminary prospectus (including any omissions with respect thereto); provided, however, that the Holder shall not be liable in any such case to the extent that prior to the filing of any such registration statement, prospectus or preliminary prospectus or amendment thereof or supplement thereto, the Holder has furnished in writing to the Company information expressly for use in such registration statement, prospectus or preliminary prospectus or amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of each the Holder hereunder shall not be greater in any event exceed amount than the net dollar amount of the proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by such the Holder from upon the sale of the Registrable Securities covered by the applicable Registration Statementgiving rise to such indemnification obligation.

Indemnification by the Holders. Each Holder agrees severally to indemnify, to the extent permitted by law (or if indemnification is held by a court of competent jurisdiction to be unavailable, to contribute to the amount paid or payable by), the Company, its directors and not jointly to indemnify officers and hold harmless each person or entity who controls the Company and any underwriter, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange 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, claims, damages, liabilities and expenses resulting from (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 upon i) any untrue or alleged untrue statement of a material fact contained inin 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 in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein not misleading, (in the case of the Prospectus or a preliminary Prospectusprospectus, always in the light of the circumstances then existingunder which the statements are made) not misleadingor (iii) any violation by the Company of the Securities Act or any state securities law, "blue sky" law, or any other law, applicable to the Company in connection with such registration, qualification, or compliance, but only to the extent that such loss, claim, damage, liability or expense arises out of or is based upon any such untrue statement or omission is made in such registration statement or amendment or supplement thereto or any document in reliance on upon and in conformity with the written information furnished in writing to the Company by such Holder or its counsel specifically expressly for inclusion therein; provided, however, that use in the liability of each Holder hereunder shall 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 Registrable Securities covered by the applicable Registration Statementregistration statement.

Indemnification by the Holders. Each Holder agrees severally 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 not jointly to indemnify officers, and hold harmless each Person who “controls” the Company and any underwriter, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of SEC Rule 405 under the Securities Act or Section 20 of the Exchange Act) , against any losses, 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 all Claims arising out of or based upon on any untrue actual or alleged untrue statement of a material fact contained infact, or any omission or alleged omission of a material fact required to be stated intherein or necessary in order to make the statement included or incorporated therein not misleading, any 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 Prospectus or preliminary Prospectus legal or any amendment or supplement to other expenses reasonably incurred in connection with investigating and defending any of the foregoing or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectussuch Claim, in each case to the light of the circumstances then existing) not misleadingextent, 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 on upon and in conformity with written information furnished in writing to the Company by or on behalf of such Holder or its counsel and stated to be specifically for inclusion use therein; provided, however, that the liability obligations of each Holder of the Holders hereunder shall not in any event exceed be limited to an amount equal to 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 covered by pursuant to the applicable Registration Statement.

Indemnification by the Holders. Each selling Holder agrees ------------------------------ (severally and not jointly jointly) to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors, officers and employees and each Person who controls the Company and any underwriter, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of and the Securities Exchange Act) from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurred), incurred by such party pursuant all Losses to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleadingextent, but only to the extent extent, that any such untrue statement Loss is caused by, arises out of or omission is made in reliance on and in conformity with based upon any information furnished in writing by such selling Holder to the Company by such Holder or its counsel specifically for inclusion in any registration statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein; provided, however, that ) and was not corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting such Loss. The liability of each any Holder hereunder under this paragraph shall not in any no event exceed the net amount by which proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from the sale sales of Registrable Securities covered giving rise to such obligations exceeds the amount of any Loss which such Holder has otherwise been required to pay by the applicable Registration Statementreason of such untrue statement or omission. This indemnity shall be in addition to any liability such Holder may otherwise have.

Indemnification by the Holders. Each Electing Holder agrees agrees, severally and not jointly jointly, to (i) indemnify and hold harmless the Company and any underwriterCompany, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, claims, damagesdamages or liabilities to which the Company or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or 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 actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained inin such registration statement, or any preliminary, final or free writing prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectusnot misleading, in each case to the light of the circumstances then existing) not misleadingextent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission is or alleged omission was made in reliance on upon and in conformity with written information furnished in writing to the Company by such Electing Holder expressly for use therein, and (ii) reimburse the Company for any legal or its counsel specifically for inclusion thereinother expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 5(b) for any amounts in excess of the liability dollar amount of each Holder hereunder shall not in any event exceed the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities covered by the applicable Registration Statementpursuant to such registration.

Indemnification by the Holders. Each Holder agrees severally of the Holders will, if Registrable Securities held by it are included in the Registration Statement, indemnify the Company, each of its directors and not jointly to indemnify officers, and hold harmless each Person who "controls" the Company and any underwriter, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of Rule 405 under the Securities Act or Section 20 of the Exchange Act) , against any losses, 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 all Claims arising out of or based upon on any untrue actual or alleged untrue statement of a material fact contained infact, or any omission or alleged omission of a material fact required to be stated intherein or necessary in order to make the statement included or incorporated therein not misleading, any 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 Prospectus or preliminary Prospectus legal or any amendment other expenses reasonably incurred in connection with investigating or supplement to defending any of the foregoing or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectussuch Claim, in each case to the light of the circumstances then existing) not misleadingextent, but only to the extent extent, that any such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in reliance on and the Registration Statement, prospectus, offering memorandum or other document in conformity with written information furnished in writing to the Company by or on behalf of such Holder or its counsel and stated to be specifically for inclusion use therein; provided, however, that the liability obligations of each Holder of the Holders hereunder shall not in any event exceed be limited to an amount equal to 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 covered by pursuant to the applicable Registration Statement.

Indemnification by the Holders. Each Electing Holder agrees agrees, severally and not jointly jointly, to (i) indemnify and hold harmless the Company and any underwriterall other holders of Registrable Securities, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, claims, damagesdamages or liabilities to which the Company or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or 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 actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained inin such registration statement, or any preliminary, final or free writing prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectusnot misleading, in each case to the light of the circumstances then existing) not misleadingextent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission is or alleged omission was made in reliance on upon and in conformity with written information furnished in writing to the Company by such Electing Holder expressly for use therein, and (ii) reimburse the Company for any legal or its counsel specifically for inclusion thereinother expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the liability dollar amount of each Holder hereunder shall not in any event exceed the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) to be received by such Electing Holder from the sale of such Electing Holders Registrable Securities covered by the applicable Registration Statementpursuant to such registration.

Indemnification by the Holders. Each Holder agrees In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly jointly, shall indemnify, to indemnify and hold harmless the Company and any underwriterfullest extent permitted by law, as the case may beCompany, each underwriter and their respective directors, officers, directors and agents, partnersif any, trusteesand each Person, stockholders and controlling Persons (if any, who controls the Company or such underwriter within the meaning of Section section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) 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 upon resulting from any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus in the registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in the case of the Prospectus or a preliminary Prospectusany prospectus, in the light of the circumstances then existingunder which they were made) not misleading, but only to the extent that any such untrue statement is contained in or such omission is made in reliance on and in conformity with from information so concerning a holder furnished in writing to the Company by such Holder or its counsel specifically holder expressly for inclusion use therein; provided, however, that the liability of each Holder such holder's obligations hereunder shall not in any event exceed be limited to an amount equal to the net proceeds (after deduction to such holder of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from the sale of Registrable Securities covered by the applicable Registration Statementsold pursuant to such registration statement.

Indemnification by the Holders. Each Holder agrees In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly jointly, shall indemnify, to indemnify and hold harmless the Company and any underwriterfullest extent permitted by law, as the case may beParent, each underwriter (if the underwriter so requires) and their respective directors, officers, agents, partners, trusteesdirectors and agents, stockholders if any, and controlling Persons (each Person, if any, who controls the Parent or such underwriter within the meaning of Section section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) 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 upon resulting from any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus in the registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in the case of the Prospectus or a preliminary Prospectusany prospectus, in the light of the circumstances then existingunder which they were made) not misleading, but only to the extent that any such untrue statement is contained in or such omission is made in reliance on and in conformity with from information so concerning a holder furnished in writing to the Company by such Holder or its counsel specifically holder expressly for inclusion use therein; provided, however, that the liability of each Holder such holder's obligations hereunder shall not in any event exceed be limited to an amount equal to the net proceeds (after deduction to such holder of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from the sale of Registrable Securities covered by the applicable Registration Statementsold pursuant to such registration statement.

Indemnification by the Holders. Each Electing Holder agrees agrees, as a consequence of the inclusion of any of such Holder's Registrable Securities in such Shelf Registration Statement, severally and not jointly jointly, to (i) indemnify and hold harmless the Company Parent, its directors and officers who sign any underwriterShelf Registration Statement and each person, as the case may beif any, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (who controls Parent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) , against any lossesLosses, claimsto which Parent or such other persons may become subject, damagesunder the Securities Act or otherwise, liabilities and expenses insofar as such Losses (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 actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained inin such Shelf Registration Statement or Prospectus, or any amendment or supplement, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectusnot misleading, in each case to the light of the circumstances then existing) not misleadingextent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission is or alleged omission was made in reliance on upon and in conformity with written information furnished in writing to the Company by such Holder or its counsel specifically for inclusion therein; provided, however, that the liability of each Holder hereunder shall not in any event exceed the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable Parent by such Holder, expressly for use therein, and (ii) received 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 Registrable Securities covered by the applicable Registration Statementaction or claim as such expenses are incurred.

Indemnification by the Holders. Each In connection with the Resale Registration Statement in which the Holders are participating, each Holder agrees severally and not jointly 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 and hold harmless the Company and any underwriterSkyTerra, as the case may be, and their respective its directors, officers, agentsemployees and Affiliates, partners, trustees, stockholders and controlling Persons each Person who controls SkyTerra (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) ), against any losses, claims, damages, liabilities 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 upon resulting from any untrue or alleged untrue statement of a material fact contained inin the Resale Registration Statement, the prospectus or preliminary prospectus forming a 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 in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectustherein, in the light of the circumstances then existing) under which they were made, not misleading, but only to the extent that any information so furnished in writing by such Holder contains such untrue statement or omission is made in reliance on and in conformity with information furnished in writing omits a material fact required to be stated therein necessary to make the Company by such Holder or its counsel specifically for inclusion thereinstatements therein not misleading; provided, however, that the liability any such obligation of each Holder to indemnify SkyTerra hereunder shall not in any event exceed be limited to the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by to such Holder from the sale of Registrable Securities covered by the applicable Acquired Shares pursuant to the Resale Registration Statement in the case of the Resale Registration Statement.

Indemnification by the Holders. Each Holder agrees In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly jointly, shall indemnify, to indemnify and hold harmless the Company and any underwriterfullest extent permitted by law, as the case may beParent, each underwriter (if the underwriter so requires) and their respective directors, officers, directors and agents, partnersif any, trusteesand each Person, stockholders and controlling Persons (if any, who controls the Parent or such underwriter within the meaning of Section section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) 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 upon resulting from any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus in the registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in the case of the Prospectus or a preliminary Prospectusany prospectus, in the light of the circumstances then existingunder which they were made) not misleading, but only to the extent that any such untrue statement is contained in or such omission is made from information so concerning a holder, or as to such holder's plan of distribution with respect to such holder's Registrable Securities, in reliance on and in conformity with information either case furnished in writing to the Company by such Holder or its counsel specifically holder expressly for inclusion use therein; provided, however, that the liability of each Holder such holder's obligations hereunder shall not in any event exceed be limited to an amount equal to the net proceeds (after deduction to such holder of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from the sale of Registrable Securities covered by the applicable Registration Statementsold pursuant to such registration statement.

Indemnification by the Holders. Each Holder agrees If any Registrable Securities are included in any registration statement, the Holders of such Registrable Securities so registered shall, severally and not jointly to jointly, indemnify and hold harmless the Company and any underwritereach director, as officer and affiliate of the case may beCompany, and their respective directorseach other individual or entity, officersif any, agents, partners, trustees, stockholders and controlling Persons who controls (within the meaning of Section 15 the Securities Act) the Company (each of the Securities Act or Section 20 of the Exchange Actforegoing, a "Company Indemnitee") against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, insofar as incurred), incurred by such party pursuant Losses to any actual or threatened action, suit, proceeding or investigation arising a Company Indemnitee arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained inin such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or an omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any if such untrue statement or alleged statement or omission is or alleged omission was made in reliance on upon and in conformity with written information pertaining to such Holder and furnished in writing to the Company by such Holder for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or its counsel specifically for inclusion therein; supplement, provided, however, that the no Holder shall have any liability under this Section 5.2 for any amount in excess of each Holder hereunder shall not in any event exceed the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) actually received by such Holder from the sale of the Registrable Securities covered by the applicable Registration Statementincluded in such registration statement.

Indemnification by the Holders. Each Holder agrees severally and not jointly The Company may require, as a condition to including any Registrable Securities in any registration statement to which Article II applies, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities or any underwriter to indemnify and hold harmless (in the Company same manner and any underwriterto the same extent as set forth in Section 3.1) the Company, as the case may be, and their respective its directors, officers, affiliates, employees, representatives, agents, partners, trustees, stockholders and controlling Persons (within each, a “Company Indemnified Party,” and collectively, the meaning of Section 15 of “Company Indemnified Parties,” and together with the Securities Act or Section 20 of Seller Indemnified Parties, the Exchange Act“Indemnified Parties” and each individually an “Indemnified Party”) against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurred), incurred by such party pursuant with respect to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in, in or any omission or alleged omission of a material fact required to be stated infrom such registration statement, any Registration Statementpreliminary, any Prospectus final or preliminary Prospectus supplemental prospectus contained therein, or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectussupplement, in the light of the circumstances then existing) not misleading, but only to the extent that any if such untrue statement or alleged untrue statement or omission is or alleged omission was made in reliance on upon and in conformity with written information furnished in writing to the Company through an instrument duly executed by such Holder seller or its counsel underwriter respectively, specifically stating that it is for inclusion thereinuse in the preparation of such registration statement, preliminary, final, or supplemental prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing; provided, however, that the liability of each Holder hereunder shall not indemnity agreement contained 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 Registrable Securities covered by the applicable Registration Statement.this

Indemnification by the Holders. Each Holder agrees severally 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 not jointly to indemnify and hold harmless the Company and any underwriter, as the case may beofficers, and their respective directorseach Person who controls the Company, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, 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 all Claims arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained inin the Registration Statement, prospectus, offering circular or other document made by or on behalf of such Holder, or any omission (or alleged omission of omission) to state therein a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements by or on behalf of such Holder therein (not misleading, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in case of the Prospectus connection with investigating or a preliminary Prospectusdefending any such Claim, in each case to the light of the circumstances then existing) not misleadingextent, 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, offering memorandum or other document in reliance on upon and in conformity with written information furnished in writing to the Company by or on behalf of such Holder or its counsel and stated to be specifically for inclusion use therein; provided, however, that the liability obligations of each Holder of the Holders hereunder shall not in any event exceed be limited to an amount equal to the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by to such Holder from the sale of Registrable Securities covered by the applicable Registration Statementsecurities sold as contemplated herein.

Indemnification by the Holders. Each Holder agrees severally and not jointly to indemnify and hold harmless the Company and any underwriter, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, 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 upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information furnished in writing to the Company by such Holder or its counsel specifically for inclusion therein; provided, however, that the liability of each Holder hereunder shall 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 Registrable Securities covered by the applicable Registration Statement.

Indemnification by the Holders. Each Holder agrees In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly jointly, shall indemnify, to indemnify and hold harmless the Company and any underwriterfullest extent permitted by law, as the case may beCompany, each underwriter (if the underwriter so requires) and their respective directors, officers, directors and agents, partnersif any, trusteesand each Person, stockholders and controlling Persons (if any, who controls the Company or such underwriter within the meaning of Section section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) 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 upon resulting from any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus in the registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in the case of the Prospectus or a preliminary Prospectusany prospectus, in the light of the circumstances then existingunder which they were made) not misleading, but only to the extent that any such untrue statement is contained in or such omission is made in reliance on and in conformity with from information so concerning a holder furnished in writing to the Company by such Holder or its counsel specifically holder expressly for inclusion use therein; provided, however, that the liability of each Holder such holder's obligations hereunder shall not in any event exceed be limited to an amount equal to the net proceeds (after deduction to such holder of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from the sale of Registrable Securities covered by the applicable Registration Statementsold pursuant to such registration statement.

Indemnification by the Holders. Each Holder agrees In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly jointly, shall indemnify, to indemnify and hold harmless the Company and any underwriterfullest extent permitted by law, as the case may beCompany, each underwriter (if the underwriter so requires) and their respective directors, officers, directors and agents, partnersif any, trusteesand each Person, stockholders and controlling Persons (if any, who controls the Company or such underwriter within the meaning of Section section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) 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 upon resulting from any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus in the registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in the case of the Prospectus or a preliminary Prospectusany prospectus, in the light of the circumstances then existingunder which they were made) not misleading, but only to the extent that any such untrue statement is contained in or such omission is made in reliance on and in conformity with from information concerning a holder furnished in writing to the Company by such Holder or its counsel specifically holder expressly for inclusion use therein; provided, however, that the liability of each Holder such holder's obligations hereunder shall not in any event exceed be limited to an amount equal to the net proceeds (after deduction to such holder of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from the sale of Registrable Securities covered by the applicable Registration Statementsold pursuant to such registration statement.

Indemnification by the Holders. Each In connection with the Resale Registration Statement in which any Holder agrees severally and not jointly is participating, each 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 and hold harmless the Company and any underwriterSkyTerra, as the case may be, and their respective its directors, officers, agentsemployees and Affiliates, partners, trustees, stockholders and controlling Persons each Person who controls SkyTerra (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) ), against any losses, claims, damages, liabilities 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 upon resulting from any untrue or alleged untrue statement of a material fact contained inin the Resale Registration Statement, the prospectus or preliminary prospectus forming a 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 in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectustherein, in the light of the circumstances then existing) under which they were made, not misleading, but only to the extent that any information so furnished in writing by such Holder contains such untrue statement or omission is made in reliance on and in conformity with information furnished in writing omits a material fact required to be stated therein necessary to make the Company by such Holder or its counsel specifically for inclusion thereinstatements therein not misleading; provided, however, that the liability obligation of each any Holder to indemnify SkyTerra hereunder shall not in any event exceed be limited to the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by to such Holder from the sale of Registrable Securities covered by such Holder’s Acquired Shares pursuant to the applicable Resale Registration Statement.

Indemnification by the Holders. Each Holder agrees severally to indemnify, to ------------------------------ the extent permitted by law (or if indemnification is held by a court of competent jurisdiction to be unavailable, to contribute to the amount paid or payable by), the Company, its directors and not jointly to indemnify officers and hold harmless each person or entity who controls the Company and any underwriter, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange 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, claims, damages, liabilities and expenses resulting from (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 upon i) any untrue or alleged untrue statement of a material fact contained inin 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 in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein not misleading, (in the case of the Prospectus or a preliminary Prospectusprospectus, always in the light of the circumstances then existingunder which the statements are made) not misleadingor (iii) any violation by the Company of the Securities Act or any state securities law, "blue sky" law, or any other law, applicable to the Company in connection with such registration, qualification, or compliance, but only to the extent that such loss, claim, damage, liability or expense arises out of or is based upon any such untrue statement or omission is made in such registration statement or amendment or supplement thereto or any document in reliance on upon and in conformity with the written information furnished in writing to the Company by such Holder or its counsel specifically expressly for inclusion therein; provided, however, that use in the liability of each Holder hereunder shall 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 Registrable Securities covered by the applicable Registration Statementregistration statement.

Indemnification by the Holders. Each Holder agrees severally The Holders, each individually ------------------------------ and not jointly jointly, agree to indemnify and hold harmless GI, its respective agents, directors and officers, each other person, if any, who controls (within the Company meaning of 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, 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 upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only if and to the extent that any such loss, claim, damage or liability arises out of or is based upon any such statement or omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to GI by an instrument duly executed by the Holders or such underwriter, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, 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 upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required specifically stated to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectus, for use in the light preparation of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information furnished in writing to the Company by such Holder or its counsel specifically for inclusion therein; provided, however, that the liability of each Holder hereunder shall 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 Registrable Securities covered by the applicable Registration Statementregistration statement.

Indemnification by the Holders. Each Holder agrees As a condition to including any Registrable Securities of any Person in any registration statement filed pursuant to Article II, each Holder, to the extent permitted by law, hereby agrees, severally and but not jointly jointly, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 5.1) the Company, each director of the Company, each officer of the Company and any underwritereach other Person, as if any, who controls the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurred), incurred by such party pursuant with respect to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in, in or any omission or alleged omission of a material fact required to be stated infrom such registration statement, any Registration Statementpreliminary prospectus, any Prospectus final prospectus or preliminary Prospectus prospectus supplement contained therein, or any amendment or supplement to any of the foregoing thereto, if, and only if, such statement or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue alleged statement or omission is or alleged omission was in fact made in reliance on upon and in conformity with information furnished in writing to the Company by directly by, or on behalf of, such Holder or its counsel Person specifically for inclusion use therein; provided, however, that the liability indemnity agreement contained in this Section 5.1(b) shall not apply to amounts paid in settlement of each any losses, claims, damages, liabilities or actions if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld); and provided, further, however, that the obligation of any Holder hereunder shall not in any event exceed be limited to an amount equal to the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from upon the sale of Registrable Securities sold in the offering covered by the applicable Registration Statementsuch registration, unless such liability arises out of or is based upon such Holder’s willful misconduct.

Indemnification by the Holders. Each Holder agrees holder agrees, severally and not jointly jointly, to (i) indemnify and hold harmless the Company and any underwriter, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) all other Holders Indemnitees against any losses, claims, damagesdamages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or 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 actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained inin such registration statement, or any preliminary, final or free writing prospectus contained therein or furnished by the Company to any such holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectusnot misleading, in each case to the light of the circumstances then existing) not misleadingextent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission is or alleged omission was made in reliance on upon and in conformity with written information furnished in writing to the Company by such Holder holder expressly for use therein, and (ii) reimburse the Company for any legal or its counsel specifically for inclusion thereinother expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the liability dollar amount of each Holder hereunder shall not in any event exceed the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) to be received by such Holder holder from the sale of such holder’s Registrable Securities covered by the applicable Registration Statementpursuant to such registration.

Indemnification by the Holders. Each Holder agrees severally 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 not jointly to indemnify officers, and hold harmless each Person who "controls" the Company and any underwriter, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of SEC Rule 405 under the Securities Act or Section 20 of the Exchange Act) , against any losses, 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 all Claims arising out of or based upon on any untrue actual or alleged untrue statement of a material fact contained infact, or any omission or alleged omission of a material fact required to be stated intherein or necessary in order to make the statement included or incorporated therein not misleading, any 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 Prospectus or preliminary Prospectus legal or any amendment or supplement to other expenses reasonably incurred in connection with investigating and defending any of the foregoing or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectussuch Claim, in each case to the light of the circumstances then existing) not misleadingextent, 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 on upon and in conformity with written information furnished in writing to the Company by or on behalf of such Holder or its counsel and stated to be specifically for inclusion use therein; provided, however, that the liability obligations of each Holder of the Holders hereunder shall not in any event exceed be limited to an amount equal to 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 covered by pursuant to the applicable Registration Statement.

Indemnification by the Holders. Each selling Holder of Registrable Securities agrees (severally and not jointly jointly) to indemnify and hold harmless harmless, to the Company full extent permitted by law, Arris, its directors and any underwriter, as the case may be, officers and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons each Person who controls Arris (within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act) from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurred), incurred by such party pursuant to Losses resulting from any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated inin the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, any Registration Statement, any preliminary or summary Prospectus or preliminary Prospectus contained therein or any amendment thereof or supplement to thereto or any of the foregoing documents incorporated by reference therein), or necessary to make the statements therein (in the case of the a Prospectus or a preliminary Prospectus, in the light of the circumstances then existingunder which they were made) not misleading, to the extent, but only to the extent extent, that any such untrue statement or omission is made had been contained in reliance on and in conformity with any information furnished in writing to the Company by such selling Holder or its counsel to Arris specifically for inclusion therein; provided, however, that in such Registration Statement. In no event shall the liability of each any selling Holder of Registrable Securities hereunder shall not be greater in any event exceed amount than the dollar amount of the net proceeds (received by such Holder, after deduction of deducting underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from commissions, but before expenses, under the sale of the Registrable Securities covered by the applicable Registration Statementgiving rise to such indemnification obligation.

Indemnification by the Holders. Each Holder agrees In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly jointly, shall indemnify, to indemnify and hold harmless the Company and any underwriterfullest extent permitted by law, as the case may beCompany, each underwriter (if the underwriter so requires) and their respective directors, officers, directors and agents, partnersif any, trusteesand each Person, stockholders and controlling Persons (if any, who controls the Company or such underwriter within the meaning of Section section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) 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 upon resulting from any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus in the registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in the case of the Prospectus or a preliminary Prospectusany prospectus, in the light of the circumstances then existingunder which they were made) not misleading, but only to the extent that any such untrue statement is contained in or such omission is made in reliance on and in conformity with from information so concerning a holder furnished in writing to the Company by such Holder or its counsel specifically holder expressly for inclusion use therein; provided, however, that the liability of each Holder such holder's obligations hereunder shall not in any event exceed be limited to an amount equal to the net proceeds (after deduction to such holder of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from the sale of Registrable Securities covered by the applicable Registration Statementsold pursuant to such registration statement.

Indemnification by the Holders. Each Holder agrees In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly jointly, shall indemnify, to indemnify and hold harmless the Company and any underwriterfullest extent permitted by law, as WRC, each underwriter (if the case may be, underwriter so requires) and their respective directors, officers, directors and agents, partnersif any, trusteesand each Person, stockholders and controlling Persons (if any, who controls WRC or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) 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 upon resulting from any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus in the registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in the case of the Prospectus or a preliminary Prospectusany prospectus, in the light of the circumstances then existingunder which they were made) not misleading, but only to the extent that any such untrue statement is contained in or such omission is made in reliance on and in conformity with from information concerning a holder furnished in writing to the Company by such Holder or its counsel specifically holder expressly for inclusion use therein; provided, however, that the liability of each Holder such holder’s obligations hereunder shall not in any event exceed be limited to an amount equal to the net proceeds (after deduction to such holder of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from the sale of Registrable Securities covered by the applicable Registration Statementsold pursuant to such registration statement.

Indemnification by the Holders. Each To the extent ------------------------------ set forth in the second sentence of this Section 2.6(b), each Holder agrees severally and not jointly shall, if Registrable Securities or other securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company and any underwriterCompany, as the case may be, and their respective each of its directors, officers, employees and agents, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, each other such Holder, each of such other Holder's officers, directors, employees, agents and partners, trustees, stockholders and each Person controlling Persons (such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any lossesall expenses, claims, damageslosses, damages and liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurredor actions in respect thereof), including any of the foregoing incurred by such party pursuant to in settlement of any actual litigation, commenced or threatened actionthreatened, suit, proceeding or investigation arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact made by the Holder and contained inin any such Registration Statement, Prospectus, offering circular or other document, or any amendment or supplement thereto or incident to any such registration, qualification or compliance or based on any omission (or alleged omission of omission) to state therein a material fact required to be made by the Holder and stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in case of the Prospectus not misleading or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information furnished in writing to violation by the Company by such Holder of any rule or its counsel specifically for inclusion therein; provided, however, that the liability of each Holder hereunder shall 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 Registrable Securities covered by the applicable Registration Statement.regulation promulgated

Indemnification by the Holders. Each Holder agrees In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly jointly, shall indemnify, to indemnify and hold harmless the Company and any underwriterfullest extent permitted by law, as the case may beCompany, each underwriter (if the underwriter so requires) and their respective directors, officers, directors and agents, partnersif any, trusteesand each Person, stockholders and controlling Persons (if any, who controls the Company or such underwriter within the meaning of Section section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) 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 upon resulting from any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus in the Exhibit 1.1(b)-28 registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in the case of the Prospectus or a preliminary Prospectusany prospectus, in the light of the circumstances then existingunder which they were made) not misleading, but only to the extent that any such untrue statement is contained in or such omission is made in reliance on and in conformity with from information so concerning a holder furnished in writing by such holder expressly for use therein; PROVIDED, HOWEVER, that such holder's obligations hereunder shall be limited to an amount equal to the Company by proceeds to such Holder or its counsel specifically for inclusion therein; provided, however, that holder of the liability of each Holder hereunder shall 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 Registrable Securities covered by the applicable Registration Statementsold pursuant to such registration statement.

Indemnification by the Holders. Each Holder agrees severally and not jointly to indemnify and hold harmless the Company and any underwriter, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, 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 upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information furnished in writing to the Company by such Holder or its counsel specifically for inclusion therein; provided, however, that the liability of each Holder hereunder shall 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 Registrable Securities covered by the applicable Registration Statement.

Indemnification by the Holders. Each Holder agrees severally of the Holders will, if Registrable Securities held by it are included in the Registration Statement, indemnify the Company, each of its directors and not jointly to indemnify officers, and hold harmless each Person who "controls" the Company and any underwriter, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of Rule 405 under the Securities Act or Section 20 of the Exchange Act) , against any losses, 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 all Claims arising out of or based upon on any untrue actual or alleged untrue statement of a material fact contained infact, or any omission or alleged omission of a material fact required to be stated intherein or necessary in order to make the statement included or incorporated therein not misleading, any 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 Prospectus or preliminary Prospectus legal or any amendment other expenses reasonably incurred in connection with investigating or supplement to defending any of the foregoing or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectussuch Claim, in each case to the light of the circumstances then existing) not misleadingextent, but only to the extent extent, that any such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in reliance on and the Registration Statement, prospectus, offering memorandum or other document in conformity with written information furnished in writing to the Company by or on behalf of such Holder or its counsel and stated to be specifically for inclusion use therein; providedPROVIDED, howeverHOWEVER, that the liability obligations of each Holder of the Holders hereunder shall not in any event exceed be limited to an amount equal to 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 covered by pursuant to the applicable Registration Statement.

Indemnification by the Holders. Each Holder agrees severally To the extent permitted by law, the Holders shall indemnify the Company, each of its directors and not jointly to indemnify officers, and hold harmless each Person who controls the Company and any underwriter, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 (“Company Indemnitees”), against all claims, losses, damages and liabilities (and all Proceedings in respect thereof), including any of the Exchange Actforegoing incurred in settlement of any Proceeding, commenced or threatened (subject to Section 2.6(c) against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurredbelow), incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained inin the Registration Statements, prospectuses, or any amendments or supplements thereof, or based on any omission (or alleged omission of omission) to state therein a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectusnot misleading, in the light of the circumstances then existing) not misleadingin which they were made, and will reimburse the Company Indemnitees for reasonable legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or Proceeding, as such expenses are incurred, in each case to the extent, but only to the extent extent, that any such untrue statement or omission or allegation thereof is made in reasonable reliance on upon and in conformity with written information furnished in writing to the Company by such Holder or its counsel specifically on behalf of the Holders for inclusion therein; provideduse in preparation of the Registration Statements, howeverprospectuses, that the liability of each Holder hereunder shall 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 Registrable Securities covered by the applicable Registration Statementamendments or supplements.

Indemnification by the Holders. Each In connection with any Registration Statement in which a Holder agrees severally and not jointly is participating, such Holder will furnish to indemnify and hold harmless the Company and any underwriter, in writing such information as the case may beCompany reasonably requests for use in connection with any Registration Statement or Prospectus and will indemnify, to the fullest extent permitted by law, the Company, its directors and their respective directors, officers, agentsagents and employees, partners, trustees, stockholders and controlling Persons each person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurred), incurred by and the directors, officers, agents or employees of such party pursuant to any actual or threatened actioncontrolling persons, suit, proceeding or investigation from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained inin any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, to the extent, but only to the extent extent, that any such untrue statement or omission is made contained in reliance on and in conformity with any information so furnished in writing by such Holder to the Company expressly for use in such Registration Statement or Prospectus and was relied upon by the Company in the preparation of such Holder Registration Statement, Prospectus or its counsel specifically for inclusion therein; provided, however, that preliminary prospectus. In no event will the liability of each any selling Holder hereunder shall not be greater in any event exceed amount than the net dollar amount of the proceeds (after deduction net of underwriting discounts and commissions and offering expenses payable by such Holderpayment of all expenses) received by such Holder from upon the sale of the Registrable Securities covered by the applicable Registration Statementgiving rise to such indemnification obligation.

Indemnification by the Holders. Each Holder agrees severally and not jointly The Company may require, as a ------------------------------ condition to including any Registrable Securities of any person or entity in any registration statement filed pursuant to Section 2, that the Company shall have received an undertaking reasonably satisfactory to it from such person or entity to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company and any underwritereach other person, as if any, who controls the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurred), incurred by such party pursuant with respect to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in, in or any omission or alleged omission of a material fact required to be stated infrom such registration statement, any Registration Statementpreliminary prospectus, any Prospectus final prospectus or preliminary Prospectus summary prospectus contained therein, or any amendment or supplement to any of the foregoing thereto, if, and only if, such statement or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue alleged statement or omission is or alleged omission was made in reliance on upon and in conformity with information furnished in writing to the Company directly by such Holder person or its counsel entity specifically for inclusion use therein; provided, however, that the liability obligation of each any Holder hereunder shall not in any event exceed be limited to an amount equal to the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from upon the sale of Registrable Securities sold in the offering covered by such registration; provided further, however, that the applicable Registration Statementliability of such Holder shall not be limited in the event that any loss or claim arises from the fraudulent misrepresentations of the Holder.

Indemnification by the Holders. Each Holder agrees In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly jointly, shall indemnify, to indemnify and hold harmless the Company and any underwriterfullest extent permitted by law, as the case may beCompany, each underwriter (if the underwriter so requires) and their respective directors, officers, directors and agents, partnersif any, trusteesand each Person, stockholders and controlling Persons (if any, who controls the Company or such underwriter within the meaning of Section section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) 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 upon resulting from any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus in the registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in the case of the Prospectus or a preliminary Prospectusany prospectus, in the light of the circumstances then existingunder which they were made) not misleading, but only to the extent that any such untrue statement is contained in or such omission is made in reliance on and in conformity with from information so concerning a holder furnished in writing by such holder expressly for use therein; PROVIDED, HOWEVER, that such holder's obligations hereunder shall be limited to an amount equal to the Company by proceeds to such Holder or its counsel specifically for inclusion therein; provided, however, that holder of the liability of each Holder hereunder shall 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 Registrable Securities covered by the applicable Registration Statementsold pursuant to such registration statement.

Indemnification by the Holders. Each Holder agrees severally and not jointly to indemnify and ------------------------------ hold harmless harmless, to the Company full extent permitted by law, the Company, its officers, directors, employees, and any agents, each Person who participates as an underwriter in an Offering, each officer, director, employee or agent of such an underwriter, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company and such underwriter against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' feesliabilities, disbursements and expenses, as incurred)joint or several, including without limitation reasonable legal or other expenses incurred in connection with investigating or defending against any loss, claim, damage, or liability, or action or proceeding (whether commenced or threatened) in respect thereof, caused by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in, in any of the Offering Documents relating to such Offering or any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (not misleading in case of the Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleadingunder which they were made, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with any information furnished in writing by a Holder concerning the Holder to the Company by such Holder or its counsel specifically for inclusion therein; provided, however, that in the liability of each Holder hereunder shall not in any event exceed the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by Offering Documents relating to such Holder) received by such Holder from the sale of Registrable Securities covered by the applicable Registration StatementOffering.

Indemnification by the Holders. Each Holder agrees In connection with any registration ------------------------------- statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly jointly, shall indemnify, to indemnify and hold harmless the Company and any underwriterfullest extent permitted by law, as the case may beCompany, each underwriter and their respective directors, officers, directors and agents, partnersif any, trusteesand each Person, stockholders and controlling Persons (if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) 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 upon resulting from any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus in the registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in the case of the Prospectus or a preliminary Prospectusany prospectus, in the light of the circumstances then existingunder which they were made) not misleading, but only to the extent that any such untrue statement is contained in or such omission is made in reliance on and in conformity with from information so concerning a holder furnished in writing to the Company by such Holder or its counsel specifically holder expressly for inclusion use therein; provided, however, that the liability of each Holder such holder's obligations hereunder shall not in any event exceed be limited to an amount equal to the net proceeds (after deduction to such holder of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from the sale of Registrable Securities covered by the applicable Registration Statementsold pursuant to such registration statement.

Indemnification by the Holders. Each Holder agrees severally shall severally, and not jointly to jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director, officer and employee of the Company and any underwritereach other person, as if any, who controls the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) , the Company's investment advisers and agents, and each of their respective heirs, executors, administrators and successors and assigns, against any lossesLosses to which such Person may become subject under the Securities Act or otherwise, claims, damages, liabilities and expenses to the extent that such Losses (including reasonable attorneys' fees, disbursements and expenses, as incurred), incurred by such party pursuant to any actual or threatened action, suit, proceeding related actions or investigation arising proceedings) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in, in or any omission or alleged omission of a material fact required from any registration statement filed by the Company pursuant to be stated inthis Agreement, any Registration Statement, any preliminary Prospectus or preliminary any final Prospectus included in such registration statement, or any amendment or supplement to any of the foregoing such registration statement or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectus, in as the light case may be, of the circumstances then existing) not misleading, but only to the extent that any a material fact if such untrue statement or alleged statement or omission is or alleged omission was made in reliance on upon and in conformity with written information furnished in writing to the Company or any of its representatives by such Holder or its counsel such other persons, if any, who control the Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or on the Holder's behalf, specifically for inclusion thereinin such registration statement, preliminary Prospectus or final Prospectus, as the case may be; provided, however, that the such Holder's aggregate liability of each Holder hereunder under this Agreement (including Section 7.4) shall not in any event exceed be limited to an amount equal to the net proceeds (after deduction of underwriting discounts deducting the underwriters' discount and commissions and offering the expenses payable by such Holderincurred in connection with the applicable offering) received by such the Holder from the sale of Registrable Securities covered by the applicable Registration Statementsecurities effected pursuant to such registration.

Indemnification by the Holders. Each Holder agrees severally and not jointly The Company may require, as a condition to including any securities of the Company held by any person or entity in any Registration Statement filed pursuant to Section 2, that the Company shall have received an undertaking reasonably satisfactory to it from such person or entity to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company, counsel to the Company, each other person, if any, who controls the Company and any underwriter, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of applicable Securities Laws, and each underwriter or agent thereof (for purposes of Section 15 of the Securities Act or Section 20 of the Exchange Act6(c) against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurredthese parties shall be considered "Indemnified Parties"), incurred by such party pursuant with respect to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in, in or any omission or alleged omission of a material fact required to be stated in, any from such Registration Statement, any Prospectus preliminary prospectus, final prospectus or preliminary Prospectus summary prospectus contained therein, or any amendment or supplement to any of the foregoing thereto, if, and only if, such statement or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue alleged statement or omission is or alleged omission was made in reliance on upon and in conformity with information furnished in writing to the Company directly by such Holder person or its counsel entity specifically for inclusion use therein; provided, however, that the liability obligation of each any Holder hereunder shall not in any event exceed be limited to an amount equal to the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from upon the sale of Registrable Securities sold in the offering covered by the applicable Registration Statementsuch registration.

Indemnification by the Holders. Each Holder agrees severally The Holders, each individually and not jointly jointly, agree to indemnify and hold harmless GI, its respective agents, directors and officers, each other person, if any, who controls (within the Company meaning of 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, 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 upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only if and to the extent that any such loss, claim, damage or liability arises out of or is based upon any such statement or omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to GI by an instrument duly executed by the Holders or such underwriter, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, 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 upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required specifically stated to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectus, for use in the light preparation of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information furnished in writing to the Company by such Holder or its counsel specifically for inclusion therein; provided, however, that the liability of each Holder hereunder shall 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 Registrable Securities covered by the applicable Registration Statementregistration statement.

Indemnification by the Holders. Each Electing Holder agrees agrees, as a consequence of the inclusion of any of such Holder's Registrable Securities in such Shelf Registration Statement, severally and not jointly jointly, to (i) indemnify and hold harmless the Company and any underwriterCompany, as the case may be, and their respective its directors, officersofficers who sign any Shelf Registration Statement and each person, agentsif any, partners, trustees, stockholders and controlling Persons (who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damagesdamages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or 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 actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained inin such Shelf Registration Statement or Prospectus, or any amendment or supplement, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein not misleading (in the case of the Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleadingunder which they were made), in each case to the extent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission is or alleged omission was made in reliance on upon and in conformity with written information furnished in writing to the Company by such Holder expressly for use therein, and (ii) reimburse the Company for any legal or its counsel specifically for inclusion therein; provided, however, that the liability of each Holder hereunder shall not in any event exceed the net proceeds (after deduction of underwriting discounts and commissions and offering other expenses payable by such Holder) received by such Holder from the sale of Registrable Securities covered reasonably incurred by the applicable Registration StatementCompany in connection with investigating or defending any such action or claim as such expenses are incurred.

Indemnification by the Holders. Each Holder agrees If any Registrable Securities are included in any registration statement, the Holders of such Registrable Securities so registered shall, severally and not jointly to jointly, indemnify and hold harmless the Company and any underwritereach director, as officer and affiliate of the case may beCompany, and their respective directorseach other individual or entity, officersif any, agents, partners, trustees, stockholders and controlling Persons who controls (within the meaning of Section 15 the Securities Act) the Company (each of the Securities Act or Section 20 of the Exchange Actforegoing, a "Company Indemnitee") against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, insofar as incurred), incurred by such party pursuant Losses to any actual or threatened action, suit, proceeding or investigation arising a Company Indemnitee arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained inin such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or an omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any if such untrue statement or alleged statement or omission is or alleged omission was made in reliance on upon and in conformity with written information pertaining to such Holder and furnished in writing to the Company by such Holder for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or its counsel specifically for inclusion therein; supplement, provided, however, that the no Holder shall have any liability under this Section 12.2 for any amount in excess of each Holder hereunder shall not in any event exceed the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) actually received by such Holder from the sale of the Registrable Securities covered by the applicable Registration Statementincluded in such registration statement.

Indemnification by the Holders. Each Holder agrees In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly jointly, shall indemnify, to indemnify and hold harmless the Company and any underwriterfullest extent permitted by law, as the case may beParent, each underwriter (if the underwriter so requires) and their respective directors, officers, directors and agents, partnersif any, trusteesand each Person, stockholders and controlling Persons (if any, who controls the Parent or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) 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 upon resulting from any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus in the registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in the case of the Prospectus or a preliminary Prospectusany prospectus, in the light of the circumstances then existingunder which they were made) not misleading, but only to the extent that any such untrue statement is contained in or such omission is made in reliance on and in conformity with from information so concerning a holder furnished in writing by such holder expressly for use therein; PROVIDED, HOWEVER, that such holder's obligations hereunder shall be limited to an amount equal to the Company by proceeds to such Holder or its counsel specifically for inclusion therein; provided, however, that holder of the liability of each Holder hereunder shall 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 Registrable Securities covered by the applicable Registration Statementsold pursuant to such registration statement.

Indemnification by the Holders. Each Holder agrees severally 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 not jointly to indemnify officers, and hold harmless each Person who "controls" the Company and any underwriter, as the case may be, and their respective directors, officers, agents, partners, trustees, stockholders and controlling Persons (within the meaning of Section 15 of SEC Rule 405 under the Securities Act or Section 20 of the Exchange Act) , and each other Holder, against any losses, 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 all Claims arising out of or based upon on any untrue actual or alleged untrue statement of a material fact contained infact, or any omission or alleged omission of a material fact required to be stated intherein or necessary in order to make the statement included or incorporated therein not misleading, any contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company and each other Holder, its respective directors, officers, partners, members or control Persons for any Prospectus or preliminary Prospectus legal or any amendment or supplement to other expenses reasonably incurred in connection with investigating and defending any of the foregoing or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectussuch Claim, in each case to the light of the circumstances then existing) not misleadingextent, 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, offering memorandum or other document in reliance on upon and in conformity with written information furnished in writing to the Company by or on behalf of such Holder or its counsel and stated to be specifically for inclusion use therein; provided, however, that the liability obligations of each Holder of the Holders hereunder shall not in any event exceed be limited to an amount equal to 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 covered by pursuant to the applicable Registration Statement.

Indemnification by the Holders. Each Holder agrees In connection with any registration statement in which the Shareholder is participating, the Shareholder, severally and not jointly jointly, shall indemnify, to indemnify and hold harmless the Company and any underwriterfullest extent permitted by law, as the case may beCompany, each underwriter (if the underwriter so requires) and their respective directors, officers, directors and agents, partnersif any, trusteesand each Person, stockholders and controlling Persons (if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) 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 upon resulting from any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus in the registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in the case of the Prospectus or a preliminary Prospectusany prospectus, in the light of the circumstances then existingunder which they were made) not misleading, but only to the extent that any such untrue statement is contained in or such omission is made in reliance on and in conformity with from information so concerning the Shareholder furnished in writing to by the Company by such Holder or its counsel specifically Shareholder expressly for inclusion use therein; provided, however, that the liability of each Holder Shareholder’s obligations hereunder shall not in be limited to an amount equal to the proceeds to the Shareholder sold pursuant to such registration statement net of 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 Registrable Securities covered Selling Expenses incurred by the applicable Registration StatementShareholder.

Indemnification by the Holders. Each Holder agrees severally agrees, as a consequence of and not jointly upon the inclusion of any of its Registrable Securities in a Registration Statement which facilitates the disposition of Registrable Securities, to indemnify and hold harmless the Company and any underwriterCompany, as the case may be, and their respective its directors, officersits officers and each person, agentsif any, partners, trustees, stockholders and controlling Persons (who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damagesdamages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or 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 actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in, in such Registration Statement or any Prospectus or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) under which they were made, in the case of the Prospectus), not misleading, in each case to the extent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission is or alleged omission was made in reliance on upon and in conformity with written information furnished in writing to the Company by such Holder or its counsel specifically expressly for inclusion use therein; provided, however, that the liability of each such Holder hereunder shall not be liable under this Section 6(b) for any amount in any event exceed excess of the net gross proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by paid to such Holder from the sale in respect of Registrable Securities covered shares sold by the applicable Registration Statementit.

Indemnification by the Holders. Each In connection with the Resale Registration Statement in which the Holders are participating, each Holder agrees severally and not jointly 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 and hold harmless the Company and any underwriterMotient, as the case may be, and their respective its directors, officers, agentsemployees and Affiliates, partners, trustees, stockholders and controlling Persons each Person who controls Motient (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) ), against any losses, claims, damages, liabilities 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 upon resulting from any untrue or alleged untrue statement of a material fact contained inin the Resale Registration Statement, the prospectus or preliminary prospectus forming a 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 in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectustherein, in the light of the circumstances then existing) under which they were made, not misleading, but only to the extent that any information so furnished in writing by such Holder contains such untrue statement or omission is made in reliance on and in conformity with information furnished in writing omits a material fact required to be stated therein necessary to make the Company by such Holder or its counsel specifically for inclusion thereinstatements therein not misleading; provided, however, that the liability any such obligation of each Holder to indemnify Motient hereunder shall not in any event exceed be limited to the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by to such Holder from the sale of Registrable Securities covered by the applicable Covered Shares pursuant to the Resale Registration Statement in the case of the Resale Registration Statement.

Indemnification by the Holders. Each Holder agrees In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly jointly, shall indemnify, to indemnify and hold harmless the Company and any underwriterfullest extent permitted by law, as the case may beParent, each underwriter (if the underwriter so requires) and their respective directors, officers, directors and agents, partnersif any, trusteesand each Person, stockholders and controlling Persons (if any, who controls the Parent or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) 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 upon resulting from any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus in the registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in the case of the Prospectus or a preliminary Prospectusany prospectus, in the light of the circumstances then existingunder which they were made) not misleading, but only to the extent that any such untrue statement is contained in or such omission is made in reliance on and in conformity with from information so concerning a holder furnished in writing to the Company by such Holder or its counsel specifically holder expressly for inclusion use therein; provided, however, that the liability of each Holder such holder’s obligations hereunder shall not in any event exceed be limited to an amount equal to the net proceeds (after deduction to such holder of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from the sale of Registrable Securities covered by the applicable Registration Statementsold pursuant to such registration statement.

Indemnification by the Holders. Each Holder agrees In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly jointly, shall indemnify, to indemnify and hold harmless the Company and any underwriterfullest extent permitted by law, as the case may beCompany, each underwriter (if the underwriter so requires) and their respective officers, directors, officers, employees and agents, partnersif any, trusteesand each Person, stockholders and controlling Persons (if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) 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 upon resulting from any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus in the registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) under which they were made not misleading, but only to the extent that any such untrue statement is contained in or such omission is made in reliance on and in conformity with from information so concerning a holder furnished in writing by such holder expressly for use therein provided; however that such holders' obligations hereunder shall be limited to an amount equal to the Company by proceeds to such Holder or its counsel specifically for inclusion therein; provided, however, that holder of the liability of each Holder hereunder shall 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 Registrable Securities covered by the applicable Registration Statementsold pursuant to such registration statement.

Indemnification by the Holders. Each Holder agrees In connection with any ------------------------------- registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly jointly, shall indemnify, to indemnify and hold harmless the Company and any underwriterfullest extent permitted by law, as the case may beCompany, each underwriter and their respective directors, officers, directors and agents, partnersif any, trusteesand each Person, stockholders and controlling Persons (if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) , against any losses, claims, damages, liabilities (or proceedings in respect thereof) 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 upon resulting from any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus in the registration statement or prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement to any of the foregoing thereto or necessary to make the statements therein (in the case of the Prospectus or a preliminary Prospectusany prospectus, in the light of the circumstances then existingunder which they were made) not misleading, but only to the extent that any such untrue statement is contained in or such omission is made in reliance on and in conformity with from information so concerning a holder furnished in writing to the Company by such Holder or its counsel specifically holder expressly for inclusion use therein; provided, however, that the liability of each Holder such holder's obligations hereunder shall not in any event exceed be limited to an amount equal to the net proceeds (after deduction to such holder of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from the sale of Registrable Securities covered by the applicable Registration Statementsold pursuant to such registration statement.

Indemnification by the Holders. Each In connection with any registration statement in which a Holder is participating, each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Shares of such Holder and to the extent permitted by law agrees severally and not jointly to indemnify and hold harmless the Company and any underwriterCompany, as the case may be, and their respective its directors, officers, agents, partners, trustees, stockholders officers and controlling Persons agents and each Person who controls (within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act0000 Xxx) the Company and any other Holder, against any losses, 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 upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of to state a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein in the registration statement or prospectus or preliminary prospectus (in the case of the Prospectus prospectus or a preliminary Prospectusprospectus, in the light of the circumstances then existingunder which they were made) not misleading, to the extent, but only to the extent extent, that any such untrue statement or omission is made in reliance on and in conformity with the written information or signed affidavit with respect to such Holder so furnished in writing to the Company by such Holder expressly for use in the registration statement or its counsel specifically for inclusion thereinprospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders and the liability of each such Holder hereunder shall not be in any event exceed proportion to and limited to the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) amount received by such Holder from the sale of Registrable Securities covered by Shares pursuant to a registration statement in accordance with the applicable Registration Statementterms of this Agreement.

Indemnification by the Holders. Each Holder agrees If any Registrable Securities are included in any registration statement, the Holders of such Registrable Securities so registered shall, severally and not jointly to jointly, indemnify and hold harmless the Company and any underwritereach director, as officer and affiliate of the case may beCompany, and their respective directorseach other individual or entity, officersif any, agents, partners, trustees, stockholders and controlling Persons who controls (within the meaning of Section 15 the Securities Act) the Company (each of the Securities Act or Section 20 of the Exchange Actforegoing, a "Company Indemnitee") against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, insofar as incurred), incurred by such party pursuant Losses to any actual or threatened action, suit, proceeding or investigation arising a Company Indemnitee arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained inin such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or an omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing therein or necessary to make the statements therein (in the case of the Prospectus any preliminary prospectus, final prospectus, or a preliminary Prospectussummary prospectus, in the light of the circumstances then existingin which they were made) not misleading, but only to the extent that any if such untrue statement or alleged statement or omission is or alleged omission was made in reliance on upon and in conformity with written information pertaining to such Holder and furnished in writing to the Company by such Holder for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or its counsel specifically for inclusion therein; supplement, provided, however, that the no Holder shall have any liability under this Section 4.2 for any amount in excess of each Holder hereunder shall not in any event exceed the net proceeds (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) actually received by such Holder from the sale of the Registrable Securities covered by the applicable Registration Statementincluded in such registration statement.

Indemnification by the Holders. Each Holder agrees severally and severally, but not jointly with any other Holder, agrees to indemnify and hold harmless the Company and any underwriter, as the case may beother selling Holders, and each of their respective directors, officers, agentsdirectors, partners, trusteesemployees, stockholders representatives, successors, assigns and controlling agents (and any other Persons (within the meaning with a functionally equivalent role of Section 15 a Person holding such titles, notwithstanding a lack of the Securities Act such title or Section 20 of the Exchange Act) any other title), against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expensesall Liabilities described in the indemnity contained in Section 5(a) hereof, as incurred), incurred by such party pursuant but only with respect to any actual untrue statements or threatened actionomissions, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of statements or omissions, made in a material fact contained in, Registration Statement (or any omission amendment thereto) or alleged omission of a material fact required to be stated in, any Registration Statement, any Prospectus or preliminary Prospectus included therein (or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of the Prospectus or a preliminary Prospectus, in the light of the circumstances then existingthereto) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on upon and in conformity with written information such Holder furnished in writing to the Company by such Holder expressly for use in the Registration Statement (or its counsel specifically any amendment thereto) or such Prospectus (or any amendment or supplement thereto); it being understood that the Company shall not rely upon, and such Holder shall not be responsible for inclusion thereinany Liabilities arising out of the Company’s reliance upon, such written information to the extent, but only to the extent, that the Holder has subsequently notified the Company of a material inaccuracy in, or change to, such information; provided, however, that no such Holder shall be liable for any claims hereunder in excess of the liability amount of each Holder hereunder shall 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 Registrable Securities covered by the applicable pursuant to such Registration Statement.