Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 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 from the offering received by such Holder, except in the case of willful fraud by such Holder.

Indemnification by the Holders. To If any Registrable Securities are included in any registration statement, the extent permitted by lawHolders of such Registrable Securities so registered shall, each selling Holder will severally and not jointly, indemnify and hold harmless the Company and each director, officer and affiliate of the Company, and each of its directors, each of its officers who has signed the registration statement, each personother individual or entity, if any, who controls the Company (within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities ) the Company (joint or several) to which any each of the foregoing persons may become subjectforegoing, under the Securities Act, the Exchange Act or other federal or state law, a "Company Indemnitee") insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) Losses to a Company Indemnitee arise out of or are based upon any Violationuntrue statement or alleged untrue statement of a material fact contained in such registration statement, in each case any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the extent (and only to the extent) that statements therein not misleading, if such Violation occurs statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by such Holder expressly for use in connection with the preparation of such registration statement; and each such Holder will pay, as incurredpreliminary prospectus, any legal final prospectus, summary prospectus, amendment or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 1.7(b)supplement, in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, however that the indemnity agreement contained in this Section 1.7(b) no Holder shall not apply to amounts paid in settlement of have 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 5.2 for any amount in excess of the net proceeds from the offering actually received by such Holder, except Holder from the sale of the Registrable Securities included in the case of willful fraud by such Holderregistration statement.

Indemnification by the Holders. To In connection with the Resale Registration Statement in which the Holders are participating, each Holder shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, each selling Holder will shall indemnify and hold harmless the CompanyMotient, each of its directors, officers, employees and Affiliates, and each of its officers who has signed the registration statement, each person, if any, Person who controls the Company Motient (within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder), against any losses, claims, damages, liabilities, and expenses resulting from any untrue or liabilities (joint alleged untrue statement of material fact contained in the Resale Registration Statement, the prospectus or several) to which any preliminary prospectus forming a part of the foregoing persons may become subject, under Resale Registration Statement or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violationstatements therein, in each case light of the circumstances under which they were made, not misleading, but only to the extent (and only to the extent) that such Violation occurs any information so furnished in reliance upon and in conformity with written information furnished writing by such Holder expressly for use in connection with contains such registration statement; and each such Holder will pay, as incurred, any legal untrue statement or other expenses reasonably incurred by any person intended omits a material fact required to be indemnified pursuant stated therein necessary to this Section 1.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or actionmake the statements therein not misleading; provided, however, that the 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 obligation of the Holder, which consent each Holder to indemnify Motient hereunder shall not be unreasonably withheld; provided, that in no event shall any indemnification by a Holder under this Section 1.7(b) exceed limited to the net proceeds to such Holder from the offering received by such Holder, except sale of the Acquired Shares pursuant to the Resale Registration Statement in the case of willful fraud by such Holderthe Resale Registration Statement.

Indemnification by the Holders. To In connection with any registration statement in which a Holder is participating, each such Holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its underwriter (if the underwriter so requires) and their respective officers, directors, partners and agents, if any, and each of its officers who has signed the registration statement, each personPerson, if any, who controls the Company or such underwriter within the meaning of section 15 of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions proceedings in respect theretothereof) arise out and expenses resulting from any untrue statement or alleged untrue statement of a material fact or are based upon any Violationomission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in each case light of the circumstances under which they were made) not misleading, but only to the extent (and only to the extent) that such Violation occurs untrue statement is contained in reliance upon and or such omission is from information so concerning a Holder, or such Holder's intended method of distribution, furnished in conformity with written information furnished writing by such Holder expressly for use in connection with therein; PROVIDED, HOWEVER, that such Holder's obligations hereunder shall be limited to an amount equal to the proceeds to such Holder of the Registrable Securities sold pursuant to such registration statement; and each such Holder will pay, as incurred, any legal or other 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 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 from the offering received by such Holder, except in the case of willful fraud by such Holder.

Indemnification by the Holders. To the extent permitted by law, each selling Each Holder will agrees severally and not jointly to indemnify and hold harmless the CompanyCompany and any underwriter, each of its as the case may be, and their respective directors, each of its officers who has signed the registration statementofficers, each personagents, if anypartners, who controls the Company trustees, stockholders and controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or 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 liabilities (joint threatened action, suit, proceeding or several) 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 which be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing persons may become subject, under or necessary to make the Securities Act, statements therein (in case of the Exchange Act Prospectus or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violationa preliminary Prospectus, in each case the light of the circumstances then existing) not misleading, but only to the extent (and only to the extent) that any such Violation occurs untrue statement or omission is made in reliance upon on and in conformity with written information furnished in writing to the Company by such Holder expressly or its counsel specifically for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 actioninclusion therein; provided, however, that the indemnity agreement contained in this Section 1.7(b) liability of each Holder hereunder 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 from the (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder, except in Holder from the case sale of willful fraud Registrable Securities covered by such Holderthe applicable Registration Statement.

Indemnification by the Holders. To Each of the extent permitted Holders will, if Registrable Securities held by lawit are included in the securities as to which such Registration Statement is being effected, each selling Holder will indemnify and hold harmless the Company, each of its directorsdirectors and officers, and each of its officers who has signed the registration statement, each person, if any, Person who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other HolderCompany, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise all Claims arising out of or are based upon on any Violationuntrue statement (or alleged untrue statement) of a material fact contained in the Registration Statement, prospectus, offering circular or other document made by or on behalf of such Holder, or any omission (or alleged omission) to state therein a material fact required to be stated 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 connection with investigating or defending any such Claim, in each case to the extent (and extent, but only to the extent) , that such Violation occurs 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 upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly and stated to be specifically for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 actiontherein; provided, however, that the indemnity agreement contained in this Section 1.7(b) shall not apply to amounts paid in settlement obligations of any such loss, claim, damage, liability or action if such settlement is effected without the consent each of the Holder, which consent Holders hereunder shall not be unreasonably withheld; provided, that in no event shall any indemnification by a Holder under this Section 1.7(b) exceed limited to an amount equal to the net proceeds from the offering received by to such Holder, except in the case Holder of willful fraud by such Holdersecurities sold as contemplated herein.

Indemnification by the Holders. To Each selling Holder agrees ------------------------------ (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, officers and employees and each of its officers who has signed the registration statement, each person, if any, Person who controls the Company (within the meaning of the Securities Act and the Securities Exchange Act, any underwriter, any other Holder selling securities in such registration statement ) from and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case and all Losses to the extent (and extent, but only to the extent) , that any such Violation occurs in reliance Loss is caused by, arises out of or is based upon and in conformity with written any information furnished in writing by such selling Holder to the Company 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) 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 any Holder under this paragraph shall in no event exceed the amount by which proceeds received by such Holder expressly for use in connection with from sales of Registrable Securities giving rise to such registration statement; and each obligations exceeds the amount of any Loss which such Holder will pay, as incurred, has otherwise been required to pay by reason of such untrue statement or omission. This indemnity shall be in addition to any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 1.7(b), in connection with investigating or defending any liability such loss, claim, damage, liability, or action; provided, however, that the 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 from the offering received by such Holder, except in the case of willful fraud by such Holdermay otherwise have.

Indemnification by the Holders. To Each of the extent permitted Holders will, if Registrable Securities held by lawit are included in the Registration Statement, each selling Holder will indemnify and hold harmless the Company, each of its directorsdirectors and officers, and each of its officers Person who has signed the registration statement, each person, if any, who controls "controls" the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, Rule 405 under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise against all Claims arising out of or are based upon on any Violationactual or alleged untrue statement of a material fact, or any omission or a material fact required to be stated therein or necessary in each case order to make the extent (statement included or incorporated therein not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and only to will reimburse the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly Company, its directors, officers, partners, members or control Persons for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or any other 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 lossClaim, claimin each case to the extent, damagebut only to the extent, liabilitythat such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus, offering memorandum or actionother document in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; provided, however, that the indemnity agreement contained in this Section 1.7(b) shall not apply to amounts paid in settlement obligations of any such loss, claim, damage, liability or action if such settlement is effected without the consent each of the Holder, which consent Holders hereunder shall not be unreasonably withheld; provided, that in no event shall any indemnification by a Holder under this Section 1.7(b) exceed limited to an amount equal to the net proceeds from the offering received by such Holder, except in Holder from the case sale of willful fraud by such Holderthe Registrable Securities pursuant to the Registration Statement.

Indemnification by the Holders. To In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directorsunderwriter and their respective officers, directors and agents, if any, and each of its officers who has signed the registration statement, each personPerson, if any, who controls the Company or such underwriter within the meaning of section 15 of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions proceedings in respect theretothereof) arise out and expenses resulting from any untrue statement or alleged untrue statement of a material fact or are based upon any Violationomission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in each case light of the circumstances under which they were made) not misleading, but only to the extent (and only to the extent) that such Violation occurs untrue statement is contained in reliance upon and or such omission is from information so concerning a holder furnished in conformity with written information furnished writing by such Holder holder expressly for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 actiontherein; provided, however, that such holder's obligations hereunder shall be limited to an amount equal to the indemnity agreement contained in this Section 1.7(b) shall not apply proceeds to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent holder 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 from the offering received by Registrable Securities sold pursuant to such Holder, except in the case of willful fraud by such Holderregistration statement.

Indemnification by the Holders. To In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the CompanyParent, each of its directorsunderwriter (if the underwriter so requires) and their respective officers, directors and agents, if any, and each of its officers who has signed the registration statement, each personPerson, if any, who controls the Company Parent or such underwriter within the meaning of section 15 of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions proceedings in respect theretothereof) arise out and expenses resulting from any untrue statement or alleged untrue statement of a material fact or are based upon any Violationomission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in each case light of the circumstances under which they were made) not misleading, but only to the extent (and only to the extent) that such Violation occurs untrue statement is contained in reliance upon and or such omission is from information so concerning a holder, or as to such holder's plan of distribution with respect to such holder's Registrable Securities, in conformity with written information either case furnished in writing by such Holder holder expressly for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 actiontherein; provided, however, that such holder's obligations hereunder shall be limited to an amount equal to the indemnity agreement contained in this Section 1.7(b) shall not apply proceeds to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent holder 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 from the offering received by Registrable Securities sold pursuant to such Holder, except in the case of willful fraud by such Holderregistration statement.

Indemnification by the Holders. To The Holder agrees to indemnity, to the full extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, officers and counsel and each of its officers who has signed the registration statement, each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, ) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact in the registration statement, prospectus or liabilities (joint preliminary prospectus or several) amendment thereof or supplement thereto or necessary to which any of make the foregoing persons may become subjectstatements therein not misleading, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue or alleged untrue statement relates to any information with respect to such Holder, in reliance upon and its capacity as such, so furnished in conformity with written information furnished writing by such Holder expressly specifically for use inclusion in connection with such any registration statement; and each such Holder will pay, as incurred, prospectus or preliminary prospectus (including any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 1.7(bomissions with respect thereto), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 1.7(b) Holder shall not apply be liable in any such case to amounts paid in settlement the extent that prior to the filing of any such lossregistration statement, claimprospectus or preliminary prospectus or amendment thereof or supplement thereto, damagethe Holder has furnished in writing to the Company information expressly for use in such registration statement, liability prospectus or action if such settlement is effected without preliminary prospectus or amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the consent of the Holder, which consent shall not be unreasonably withheld; provided, that in Company. In no event shall any indemnification by a the liability of the Holder under this Section 1.7(b) exceed hereunder be greater in amount than the net dollar amount of the proceeds from the offering received by the Holder upon the sale of the Registrable Securities giving rise to such Holder, except in the case of willful fraud by such Holderindemnification obligation.

Indemnification by the Holders. To Each of the extent permitted Holders will, if Registrable Securities held by lawit are included in the securities as to which such Registration Statement is being effected, each selling Holder will indemnify and hold harmless the Company, each of its directorsdirectors and officers, and each of its officers Person who has signed the registration statement, each person, if any, who controls “controls” the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, SEC Rule 405 under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise against all Claims arising out of or are based upon on any Violationactual or alleged untrue statement of a material fact, or any omission or a material fact required to be stated therein or necessary in order to make the statement included or incorporated therein not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly and stated to be specifically for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 actiontherein; provided, however, that the indemnity agreement contained in this Section 1.7(b) shall not apply to amounts paid in settlement obligations of any such loss, claim, damage, liability or action if such settlement is effected without the consent each of the Holder, which consent Holders hereunder shall not be unreasonably withheld; provided, that in no event shall any indemnification by a Holder under this Section 1.7(b) exceed limited to an amount equal to the net proceeds from the offering received by such Holder, except in Holder from the case sale of willful fraud by such Holderthe Registrable Securities pursuant to the Registration Statement.

Indemnification by the Holders. To In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the CompanyParent, each of its directorsunderwriter (if the underwriter so requires) and their respective officers, partners, directors and agents, if any, and each of its officers who has signed the registration statement, each personPerson, if any, who controls the Company Parent or such underwriter within the meaning of section 15 of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions proceedings in respect theretothereof) arise out and expenses resulting from any untrue statement or alleged untrue statement of a material fact or are based upon any Violationomission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in each case light of the circumstances under which they were made) not misleading, but only to the extent (and only to the extent) that such Violation occurs untrue statement is contained in reliance upon and or such omission is from information so concerning a holder furnished in conformity with written information furnished writing by such Holder holder expressly for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 actiontherein; provided, however, that the indemnity agreement contained in this Section 1.7(b) such holder's obligations hereunder shall not apply be limited 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 an amount equal to the net proceeds from to such holder of the offering received by Registrable Securities sold pursuant to such Holder, except in the case of willful fraud by such Holderregistration statement.

Indemnification by the Holders. To The Company may require, as a condition to including any Registrable Securities in any registration statement to which Article II applies, that the extent permitted by law, each selling Holder will 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 same manner and to the same extent as set forth in Section 3.1) the Company, each of its directors, officers, affiliates, employees, representatives, agents, and controlling Persons (each, a “Company Indemnified Party,” and collectively, the “Company Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties” and each of its officers who has signed the individually an “Indemnified Party”) with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, each personany preliminary, final or supplemental prospectus contained therein, or any amendment or supplement, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration untrue statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, alleged untrue statement or liabilities (joint omission or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder expressly seller or underwriter respectively, specifically stating that it is for use in connection with the preparation of such registration statement; and each such Holder will pay, as incurredpreliminary, any legal or other 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, liabilityfinal, or actionsupplemental prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing; provided, however, that the 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 from the offering received by such Holder, except in the case of willful fraud by such Holder.this

Indemnification by the Holders. To the extent permitted by lawEach Electing Holder agrees, each selling Holder will severally and not jointly, to (i) indemnify and hold harmless the Company, each Company and all other holders of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other HolderRegistrable Securities, against any losses, claims, damages, damages or liabilities (joint or several) to which any the Company or such other holders of the foregoing persons Registrable Securities may become subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect theretothereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any Violationpreliminary, 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 to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder expressly for use in connection with such registration statement; therein, and each such Holder will pay, as incurred, (ii) reimburse the Company for any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 1.7(b), the Company in connection with investigating or defending any such loss, claim, damage, liability, action or actionclaim as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 1.7(b) no such Electing Holder shall not apply be required to amounts paid in settlement of undertake liability to 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 person under this Section 1.7(b6(b) exceed for any amounts in excess of the net dollar amount of the proceeds from the offering to be received by such Holder, except in Electing Holder from the case sale of willful fraud by such HolderElecting Holders Registrable Securities pursuant to such registration.

Indemnification by the Holders. To the extent permitted by lawEach Electing Holder agrees, each selling Holder will severally and not jointly, to (i) indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, damages or liabilities (joint or several) to which any the Company or such other holders of the foregoing persons Registrable Securities may become subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect theretothereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any Violationpreliminary, 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 to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder expressly for use in connection with such registration statement; therein, and each such Holder will pay, as incurred, (ii) reimburse the Company for any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 1.7(b), the Company in connection with investigating or defending any such loss, claim, damage, liability, action or actionclaim as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 1.7(b) no such Electing Holder shall not apply be required to amounts paid in settlement of undertake liability to 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 person under this Section 1.7(b5(b) exceed for any amounts in excess of the dollar amount of the net proceeds from the offering to be received by such Electing Holder from the sale of such Electing Holder, except in the case of willful fraud by ’s Registrable Securities pursuant to such Holderregistration.

Indemnification by the Holders. To Each Electing Holder agrees, as a consequence of the extent permitted by lawinclusion of any of such Holder's Registrable Securities in such Shelf Registration Statement, each selling Holder will severally and not jointly, to (i) indemnify and hold harmless the CompanyParent, each of its directors, each of its directors and officers who has signed the registration statement, sign any Shelf Registration Statement and each person, if any, who controls the Company Parent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any lossesLosses, claims, damages, or liabilities (joint or several) to which any of the foregoing Parent or such other persons may become subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, or liabilities Losses (or actions in respect theretothereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such Shelf Registration Statement or Prospectus, or any Violationamendment or supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Parent by such Holder Holder, expressly for use in connection with such registration statement; therein, and each such Holder will pay, as incurred, (ii) reimburse Parent for any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 1.7(b), Parent in connection with investigating or defending any such loss, claim, damage, liability, action or action; provided, however, that the indemnity agreement contained in this Section 1.7(b) shall not apply to amounts paid in settlement of any claim as 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 from the offering received by such Holder, except in the case of willful fraud by such Holderexpenses are incurred.

Indemnification by the Holders. To Each Holder agrees to indemnify, to the extent permitted by lawlaw (or if indemnification is held by a court of competent jurisdiction to be unavailable, each selling Holder will indemnify and hold harmless to contribute to the amount paid or payable by), the Company, its directors and officers and each of its directors, each of its officers who has signed the registration statement, each person, if any, person or entity who controls the Company (within the meaning of the Securities Act, any underwriter, any other Holder selling ) and each person or entity which participates as or may be deemed to be an underwriter in the offering or sale of such securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, liabilities and expenses resulting from (i) any untrue or liabilities alleged untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or (joint ii) any omission or several) alleged omission of a material fact required to which any be stated therein or necessary to make the statements therein not misleading, (in the case of a prospectus, always in light of the foregoing persons may become subject, circumstances under which the statements are made) or (iii) any violation by the Company of the Securities Act, the Exchange Act or other federal or any state securities law, insofar as such losses, claims, damages"blue sky" law, or liabilities (or actions in respect thereto) arise out of or are based upon any Violationother law, in each case applicable to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use Company in connection with such registration statement; and each such Holder will payregistration, as incurred, any legal or other 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, liabilityqualification, or action; providedcompliance, however, but only to the extent that the 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 expense arises out of or is based upon any untrue statement or omission made in such settlement is effected without registration statement or amendment or supplement thereto or any document in reliance upon and in conformity with the consent of written information furnished to 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 from the offering received Company by such Holder, except Holder expressly for use in the case of willful fraud by such Holderregistration statement.

Indemnification by the Holders. To If any Registrable Securities are included in any registration statement, the extent permitted by lawHolders of such Registrable Securities so registered shall, each selling Holder will severally and not jointly, indemnify and hold harmless the Company and each director, officer and affiliate of the Company, and each of its directors, each of its officers who has signed the registration statement, each personother individual or entity, if any, who controls the Company (within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities ) the Company (joint or several) to which any each of the foregoing persons may become subjectforegoing, under the Securities Act, the Exchange Act or other federal or state law, a "Company Indemnitee") insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) Losses to a Company Indemnitee arise out of or are based upon any Violationuntrue statement or alleged untrue statement of a material fact contained in such registration statement, in each case any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the extent (and only to the extent) that statements therein not misleading, if such Violation occurs statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by such Holder expressly for use in connection with the preparation of such registration statement; and each such Holder will pay, as incurredpreliminary prospectus, any legal final prospectus, summary prospectus, amendment or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 1.7(b)supplement, in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 1.7(b) no Holder shall not apply to amounts paid in settlement of have 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 5.2 for any amount in excess of the net proceeds from the offering actually received by such Holder, except Holder from the sale of the Registrable Securities included in the case of willful fraud by such Holderregistration statement.

Indemnification by the Holders. To In connection with the Resale Registration Statement in which the Holders are participating, each 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 selling Holder will shall indemnify and hold harmless the CompanySkyTerra, each of its directors, officers, employees and Affiliates, and each of its officers who has signed the registration statement, each person, if any, Person who controls the Company SkyTerra (within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder), against any losses, claims, damages, liabilities, and expenses resulting from any untrue or liabilities (joint alleged untrue statement of material fact contained in the Resale Registration Statement, the prospectus or several) to which any preliminary prospectus forming a part of the foregoing persons may become subject, under Resale Registration Statement or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violationstatements therein, in each case light of the circumstances under which they were made, not misleading, but only to the extent (and only to the extent) that such Violation occurs any information so furnished in reliance upon and in conformity with written information furnished writing by such Holder expressly for use in connection with contains such registration statement; and each such Holder will pay, as incurred, any legal untrue statement or other expenses reasonably incurred by any person intended omits a material fact required to be indemnified pursuant stated therein necessary to this Section 1.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or actionmake the statements therein not misleading; provided, however, that the 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 obligation of the Holder, which consent each Holder to indemnify SkyTerra hereunder shall not be unreasonably withheld; provided, that in no event shall any indemnification by a Holder under this Section 1.7(b) exceed limited to the net proceeds to such Holder from the offering received by such Holder, except sale of the Acquired Shares pursuant to the Resale Registration Statement in the case of willful fraud by such Holderthe Resale Registration Statement.

Indemnification by the Holders. To If any Registrable Securities are included in any registration statement, the extent permitted by lawHolders of such Registrable Securities so registered shall, each selling Holder will severally and not jointly, indemnify and hold harmless the Company and each director, officer and affiliate of the Company, and each of its directors, each of its officers who has signed the registration statement, each personother individual or entity, if any, who controls the Company (within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities ) the Company (joint or several) to which any each of the foregoing persons may become subjectforegoing, under the Securities Act, the Exchange Act or other federal or state law, a "Company Indemnitee") insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) Losses to a Company Indemnitee arise out of or are based upon any Violationuntrue statement or alleged untrue statement of a material fact contained in 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 to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary prospectus, final prospectus, or summary prospectus, in each case to light of the extent (and only to the extentcircumstances in which they were made) that not misleading, if such Violation occurs statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by such Holder expressly for use in connection with the preparation of such registration statement; and each such Holder will pay, as incurredpreliminary prospectus, any legal final prospectus, summary prospectus, amendment or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 1.7(b)supplement, in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 1.7(b) no Holder shall not apply to amounts paid in settlement of have 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 4.2 for any amount in excess of the net proceeds from the offering actually received by such Holder, except Holder from the sale of the Registrable Securities included in the case of willful fraud by such Holderregistration statement.

Indemnification by the Holders. To 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, each selling Holder will hereby agrees, severally but not 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 its directorsthe Company, each officer of its officers who has signed the registration statement, Company and each personother Person, if any, who controls the Company within the meaning of the Securities Act, with respect to any underwriterstatement or alleged statement in or omission or alleged omission from such registration statement, any other Holder selling securities in such registration statement and any controlling person of any such underwriter preliminary prospectus, final prospectus or other Holder, against any losses, claims, damagesprospectus supplement contained therein, or liabilities (joint any amendment or several) to which any of the foregoing persons may become subjectsupplement thereto, under the Securities Actif, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that if, such Violation occurs statement or alleged statement or omission or alleged omission was in fact made in reliance upon and in conformity with written information furnished by in writing to the Company directly by, or on behalf of, such Holder expressly Person specifically for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 actiontherein; provided, however, that the indemnity agreement contained in this Section 1.7(b5.1(b) shall not apply to amounts paid in settlement of any such losslosses, claimclaims, damagedamages, liability liabilities or action actions if such settlement is effected without the consent of the Holder, Holder (which consent shall not be unreasonably withheld); and provided, further, however, that in no event the obligation of any Holder hereunder shall any indemnification by a Holder under this Section 1.7(b) exceed be limited to an amount equal to the net proceeds from the offering received by such Holder, except Holder upon the sale of Registrable Securities sold in the case of willful fraud offering covered by such registration, unless such liability arises out of or is based upon such Holder’s willful misconduct.

Indemnification by the Holders. To In connection with any Registration Statement in which a Holder is participating, such Holder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and will indemnify, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directorsdirectors and officers, agents and employees, each of its officers who has signed the registration statement, each person, if any, person who controls the Company (within the meaning of Section 15 of the Securities Act, any underwriter, any other Holder selling securities in such registration statement Act and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any Section 20 of the foregoing persons may become subjectExchange Act), under and the Securities Actdirectors, the Exchange Act officers, agents or other federal or state lawemployees of such controlling persons, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise from and against all Losses arising out of or are based upon any Violationuntrue statement of a material fact contained in any Registration Statement, in each case Prospectus or preliminary prospectus or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement or omission is contained in reliance upon and any information so furnished in conformity with written information furnished writing by such Holder to the Company expressly for use in connection with such registration statement; Registration Statement or Prospectus and each was relied upon by the Company in the preparation of such Holder Registration Statement, Prospectus or preliminary prospectus. In no event will pay, as incurred, any legal or other 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 indemnity agreement contained in this Section 1.7(b) shall not apply to amounts paid in settlement liability of any such loss, claim, damage, liability or action if such settlement is effected without selling Holder hereunder be greater in amount than the consent dollar amount 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(bproceeds (net of payment of all expenses) exceed the net proceeds from the offering received by such Holder, except in Holder upon the case sale of willful fraud by the Registrable Securities giving rise to such Holderindemnification obligation.

Indemnification by the Holders. To In connection with any registration statement in which the Shareholder is participating, the Shareholder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directorsunderwriter (if the underwriter so requires) and their respective officers, directors and agents, if any, and each of its officers who has signed the registration statement, each personPerson, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions proceedings in respect theretothereof) arise out and expenses resulting from any untrue statement or alleged untrue statement of a material fact or are based upon any Violationomission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in each case light of the circumstances under which they were made) not misleading, but only to the extent (and only to the extent) that such Violation occurs untrue statement is contained in reliance upon and or such omission is from information so concerning the Shareholder furnished in conformity with written information furnished writing by such Holder the Shareholder expressly for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 actiontherein; provided, however, that the indemnity agreement contained in this Section 1.7(b) Shareholder’s obligations hereunder shall not apply be limited to amounts paid in settlement an amount equal to the proceeds to the Shareholder sold pursuant to such registration statement net of any such loss, claim, damage, liability or action if such settlement is effected without Selling Expenses incurred by 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 from the offering received by such Holder, except in the case of willful fraud by such HolderShareholder.

Indemnification by the Holders. To In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the CompanyParent, each of its directorsunderwriter (if the underwriter so requires) and their respective officers, directors and agents, if any, and each of its officers who has signed the registration statement, each personPerson, if any, who controls the Company Parent or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions proceedings in respect theretothereof) arise out and expenses resulting from any untrue statement or alleged untrue statement of a material fact or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal omission or other expenses reasonably incurred by any person intended alleged omission of a material fact required to be indemnified pursuant stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to this Section 1.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that make the 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 from the offering received by such Holder, except statements therein (in the case of willful fraud any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such Holderholder expressly for use therein; PROVIDED, HOWEVER, that such holder's obligations hereunder shall be limited to an amount equal to the proceeds to such holder of the Registrable Securities sold pursuant to such registration statement.

Indemnification by the Holders. To In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directorsunderwriter (if the underwriter so requires) and their respective officers, directors and agents, if any, and each of its officers who has signed the registration statement, each personPerson, if any, who controls the Company or such underwriter within the meaning of section 15 of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions proceedings in respect theretothereof) arise out and expenses resulting from any untrue statement or alleged untrue statement of a material fact or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal omission or other expenses reasonably incurred by any person intended alleged omission of a material fact required to be indemnified pursuant stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to this Section 1.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that make the 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 from the offering received by such Holder, except statements therein (in the case of willful fraud any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such Holderholder expressly for use therein; PROVIDED, HOWEVER, that such holder's obligations hereunder shall be limited to an amount equal to the proceeds to such holder of the Registrable Securities sold pursuant to such registration statement.

Indemnification by the Holders. To Each of the extent permitted Holders will, if Registrable Securities held by lawit are included in the securities as to which such Registration Statement is being effected, each selling Holder will indemnify and hold harmless the Company, each of its directorsdirectors and officers, and each of its officers Person who has signed the registration statement, each person, if any, who controls "controls" the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, SEC Rule 405 under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise against all Claims arising out of or are based upon on any Violationactual or alleged untrue statement of a material fact, or any omission or a material fact required to be stated therein or necessary in order to make the statement included or incorporated therein not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly and stated to be specifically for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 actiontherein; provided, however, that the indemnity agreement contained in this Section 1.7(b) shall not apply to amounts paid in settlement obligations of any such loss, claim, damage, liability or action if such settlement is effected without the consent each of the Holder, which consent Holders hereunder shall not be unreasonably withheld; provided, that in no event shall any indemnification by a Holder under this Section 1.7(b) exceed limited to an amount equal to the net proceeds from the offering received by such Holder, except in Holder from the case sale of willful fraud by such Holderthe Registrable Securities pursuant to the Registration Statement.

Indemnification by the Holders. To If any Registrable Securities are included in any registration statement, the extent permitted by lawHolders of such Registrable Securities so registered shall, each selling Holder will severally and not jointly, indemnify and hold harmless the Company and each director, officer and affiliate of the Company, and each of its directors, each of its officers who has signed the registration statement, each personother individual or entity, if any, who controls the Company (within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities ) the Company (joint or several) to which any each of the foregoing persons may become subjectforegoing, under the Securities Act, the Exchange Act or other federal or state law, a "Company Indemnitee") insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) Losses to a Company Indemnitee arise out of or are based upon any Violationuntrue statement or alleged untrue statement of a material fact contained in such registration statement, in each case any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the extent (and only to the extent) that statements therein not misleading, if such Violation occurs statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by such Holder expressly for use in connection with the preparation of such registration statement; and each such Holder will pay, as incurredpreliminary prospectus, any legal final prospectus, summary prospectus, amendment or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 1.7(b)supplement, in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 1.7(b) no Holder shall not apply to amounts paid in settlement of have 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 12.2 for any amount in excess of the net proceeds from the offering actually received by such Holder, except Holder from the sale of the Registrable Securities included in the case of willful fraud by such Holderregistration statement.

Indemnification by the Holders. To In connection with the Resale Registration Statement in which any Holder 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 selling Holder will shall indemnify and hold harmless the CompanySkyTerra, each of its directors, officers, employees and Affiliates, and each of its officers who has signed the registration statement, each person, if any, Person who controls the Company SkyTerra (within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder), against any losses, claims, damages, liabilities, and expenses resulting from any untrue or liabilities (joint alleged untrue statement of material fact contained in the Resale Registration Statement, the prospectus or several) to which any preliminary prospectus forming a part of the foregoing persons may become subject, under Resale Registration Statement or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violationstatements therein, in each case light of the circumstances under which they were made, not misleading, but only to the extent (and only to the extent) that such Violation occurs any information so furnished in reliance upon and in conformity with written information furnished writing by such Holder expressly for use in connection with contains such registration statement; and each such Holder will pay, as incurred, any legal untrue statement or other expenses reasonably incurred by any person intended omits a material fact required to be indemnified pursuant stated therein necessary to this Section 1.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or actionmake the statements therein not misleading; provided, however, that the indemnity agreement contained in this Section 1.7(b) shall not apply to amounts paid in settlement obligation of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent Holder to indemnify SkyTerra hereunder shall not be unreasonably withheld; provided, that in no event shall any indemnification by a Holder under this Section 1.7(b) exceed limited to the net proceeds to such Holder from the offering received by sale of such Holder, except in ’s Acquired Shares pursuant to the case of willful fraud by such HolderResale Registration Statement.

Indemnification by the Holders. To the extent permitted by law, each selling Holder will the Holders shall indemnify and hold harmless the Company, each of its directorsdirectors and officers, and each of its officers who has signed the registration statement, each person, if any, Person who controls the Company within the meaning of Section 15 of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other HolderAct (“Company Indemnitees”), against any all claims, losses, claims, damages, or damages and liabilities (joint or several) to which and all Proceedings in respect thereof), including any of the foregoing persons may become subjectincurred in settlement of any Proceeding, under the Securities Actcommenced or threatened (subject to Section 2.6(c) below), the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statements, prospectuses, or any amendments or supplements thereof, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances in 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 based upon any Violationincurred, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement or omission or allegation thereof is made in reasonable reliance upon and in conformity with written information furnished to the Company by such Holder expressly or on behalf of the Holders for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 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 preparation of the HolderRegistration Statements, which consent shall not be unreasonably withheld; providedprospectuses, that in no event shall any indemnification by a Holder under this Section 1.7(b) exceed the net proceeds from the offering received by such Holder, except in the case of willful fraud by such Holderamendments or supplements.

Indemnification by the Holders. To In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directorsunderwriter (if the underwriter so requires) and their respective officers, directors and agents, if any, and each of its officers who has signed the registration statement, each personPerson, if any, who controls the Company or such underwriter within the meaning of section 15 of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions proceedings in respect theretothereof) arise out and expenses resulting from any untrue statement or alleged untrue statement of a material fact or are based upon any Violationomission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in each case light of the circumstances under which they were made) not misleading, but only to the extent (and only to the extent) that such Violation occurs untrue statement is contained in reliance upon and or such omission is from information so concerning a holder furnished in conformity with written information furnished writing by such Holder holder expressly for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 actiontherein; provided, however, that the indemnity agreement contained in this Section 1.7(b) such holder's obligations hereunder shall not apply be limited 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 an amount equal to the net proceeds from to such holder of the offering received by Registrable Securities sold pursuant to such Holder, except in the case of willful fraud by such Holderregistration statement.

Indemnification by the Holders. To the extent permitted by law, each selling Each Holder will agrees severally and not jointly to indemnify and hold harmless the CompanyCompany and any underwriter, each of its as the case may be, and their respective directors, each of its officers who has signed the registration statementofficers, each personagents, if anypartners, who controls the Company trustees, stockholders and controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or 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 liabilities (joint threatened action, suit, proceeding or several) 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 which be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing persons may become subject, under or necessary to make the Securities Act, statements therein (in case of the Exchange Act Prospectus or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violationa preliminary Prospectus, in each case the light of the circumstances then existing) not misleading, but only to the extent (and only to the extent) that any such Violation occurs untrue statement or omission is made in reliance upon on and in conformity with written information furnished in writing to the Company by such Holder expressly or its counsel specifically for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 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 withheldinclusion therein; provided, that the liability of each Holder hereunder shall not in no any event shall any indemnification by a Holder under this Section 1.7(b) exceed the net proceeds from the (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder, except in Holder from the case sale of willful fraud Registrable Securities covered by such Holderthe applicable Registration Statement.

Indemnification by the Holders. To 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 extent permitted by law, each selling Holder will 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 its directorsthe Company, each officer of its officers who has signed the registration statement, Company and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any underwriterstatement or alleged statement in or omission or alleged omission from such registration statement, any other Holder selling securities in such registration statement and any controlling person of any such underwriter preliminary prospectus, final prospectus or other Holder, against any losses, claims, damagessummary prospectus contained therein, or liabilities (joint any amendment or several) to which any of the foregoing persons may become subjectsupplement thereto, under the Securities Actif, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that if, such Violation occurs statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company directly by such Holder expressly person or entity specifically for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 actiontherein; provided, however, that the indemnity agreement contained obligation of any Holder hereunder shall be limited to an amount equal to the proceeds received by such Holder upon the sale of Registrable Securities sold in this Section 1.7(b) the offering covered by such registration; provided further, however, that the liability of such Holder shall not apply to amounts paid be limited in settlement of the event that any such loss, claim, damage, liability loss or action if such settlement is effected without claim arises from the consent fraudulent misrepresentations 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 from the offering received by such Holder, except in the case of willful fraud by such Holder.

Indemnification by the Holders. To the extent permitted by lawEach Holder severally, each selling Holder will but not jointly with any other Holder, agrees to indemnify and hold harmless the CompanyCompany and the other selling Holders, and each of its their respective officers, directors, each of its officers who has signed the registration statementpartners, each personemployees, if anyrepresentatives, who controls the Company within the meaning of the Securities Actsuccessors, any underwriter, assigns and agents (and any other Holder selling securities in Persons with a functionally equivalent role of a Person holding such registration statement and titles, notwithstanding a lack of such title or any controlling person of any such underwriter or other Holdertitle), against any lossesand all Liabilities described in the indemnity contained in Section 5(a) hereof, claimsas incurred, damagesbut only with respect to untrue statements or omissions, or liabilities (joint alleged untrue statements or several) to which any of the foregoing persons may become subjectomissions, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities made in a Registration Statement (or actions in respect any amendment thereto) arise out of or are based upon any Violation, in each case to the extent Prospectus included therein (and only to the extentor any amendment or supplement thereto) that such Violation occurs in reliance upon and in conformity with written information such Holder furnished to the Company by such Holder expressly for use in connection with the Registration Statement (or any amendment thereto) or such registration statementProspectus (or any amendment or supplement thereto); it being understood that the Company shall not rely upon, and each such Holder will payshall not be responsible for any Liabilities arising out of the Company’s reliance upon, as incurredsuch written information to the extent, any legal or other expenses reasonably incurred by any person intended but only to be indemnified pursuant to this Section 1.7(b)the extent, in connection with investigating or defending any such loss, claim, damage, liabilitythat the Holder has subsequently notified the Company of a material inaccuracy in, or actionchange to, such information; provided, however, that the indemnity agreement contained no such Holder shall be liable for any claims hereunder 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 excess 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 amount of net proceeds from the offering received by such Holder, except in Holder from the case sale of willful fraud by Registrable Securities pursuant to such HolderRegistration Statement.

Indemnification by the Holders. To In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its underwriter (if the underwriter so requires) and their respective officers, directors, employees and agents, if any, and each of its officers who has signed the registration statement, each personPerson, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions proceedings in respect theretothereof) arise out and expenses resulting from any untrue statement or alleged untrue statement of a material fact or are based upon any Violationomission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein in light of the circumstances under which they were made not misleading, in each case but only to the extent (and only to the extent) that such Violation occurs untrue statement is contained in reliance upon and or such omission is from information so concerning a holder furnished in conformity with written information furnished writing by such Holder holder expressly for use in connection with therein provided; however that such holders' obligations hereunder shall be limited to an amount equal to the proceeds to such holder of the Registrable Securities sold pursuant to such registration statement; and each such Holder will pay, as incurred, any legal or other 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 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 from the offering received by such Holder, except in the case of willful fraud by such Holder.

Indemnification by the Holders. To 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, each selling Holder will law agrees to indemnify and hold harmless the Company, each of its directors, officers and agents and each of its officers who has signed the registration statement, each person, if any, Person who controls the Company (within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement 1933 Act or the 0000 Xxx) the Company and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise and expenses arising out of or are based upon any Violationuntrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in each case light of the circumstances under which they were made) not misleading, to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement or omission is made in reliance upon on and in conformity with the written information or signed affidavit with respect to such Holder so furnished in writing by such Holder expressly for use in connection with such the registration statement; and each such Holder will pay, as incurred, any legal statement or other 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 actionprospectus; provided, however, that the indemnity agreement contained obligation to indemnify shall be several, not joint and several, among such Holders and the liability of each such Holder shall be in this Section 1.7(b) shall not apply proportion 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 and limited to the net proceeds from the offering amount received by such Holder, except Holder from the sale of Registrable Shares pursuant to a registration statement in accordance with the case terms of willful fraud by such Holderthis Agreement.

Indemnification by the Holders. To The Company may require, as a condition to including any securities of the extent permitted Company held by lawany person or entity in any Registration Statement filed pursuant to Section 2, each selling Holder will 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 its directorsthe Company, each officer of its officers who has signed the registration statementCompany, counsel to the Company, each other person, if any, who controls the Company within the meaning of the applicable Securities ActLaws, and each underwriter or agent thereof (for purposes of Section 6(c) these parties shall be considered "Indemnified Parties"), with respect to any statement or alleged statement in or omission or alleged omission from such Registration Statement, any underwriterpreliminary prospectus, any other Holder selling securities in such registration statement and any controlling person of any such underwriter final prospectus or other Holder, against any losses, claims, damagessummary prospectus contained therein, or liabilities (joint any amendment or several) to which any of the foregoing persons may become subjectsupplement thereto, under the Securities Actif, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that if, such Violation occurs statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company directly by such Holder expressly person or entity specifically for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 actiontherein; provided, however, that the indemnity agreement contained in this Section 1.7(b) shall not apply to amounts paid in settlement obligation of any such loss, claim, damage, liability or action if such settlement is effected without Holder hereunder shall be limited to an amount equal to 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 from the offering received by such Holder, except Holder upon the sale of Registrable Securities sold in the case of willful fraud offering covered by such Holderregistration.

Indemnification by the Holders. To the extent permitted by law, each selling Each Holder will agrees severally and not jointly to indemnify and hold harmless the CompanyCompany and any underwriter, each of its as the case may be, and their respective directors, each of its officers who has signed the registration statementofficers, each personagents, if anypartners, who controls the Company trustees, stockholders and controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or 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 liabilities (joint threatened action, suit, proceeding or several) 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 which be stated in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing persons may become subject, under or necessary to make the Securities Act, statements therein (in case of the Exchange Act Prospectus or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violationa preliminary Prospectus, in each case the light of the circumstances then existing) not misleading, but only to the extent (and only to the extent) that any such Violation occurs untrue statement or omission is made in reliance upon on and in conformity with written information furnished in writing to the Company by such Holder expressly or its counsel specifically for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 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 withheldinclusion therein; provided, that the liability of each Holder hereunder shall not in no any event shall any indemnification by a Holder under this Section 1.7(b) exceed the net proceeds from the (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder, except in Holder from the case sale of willful fraud Registrable Securities covered by such Holderthe applicable Registration Statement.

Indemnification by the Holders. To Each of the extent permitted Holders will, if Registrable Securities held by lawit are included in the Registration Statement, each selling Holder will indemnify and hold harmless the Company, each of its directorsdirectors and officers, and each of its officers Person who has signed the registration statement, each person, if any, who controls "controls" the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, Rule 405 under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise against all Claims arising out of or are based upon on any Violationactual or alleged untrue statement of a material fact, or any omission or a material fact required to be stated therein or necessary in each case order to make the extent (statement included or incorporated therein not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and only to will reimburse the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly Company, its directors, officers, partners, members or control Persons for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or any other 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 lossClaim, claimin each case to the extent, damagebut only to the extent, liabilitythat such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus, offering memorandum or actionother document in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; providedPROVIDED, howeverHOWEVER, that the indemnity agreement contained in this Section 1.7(b) shall not apply to amounts paid in settlement obligations of any such loss, claim, damage, liability or action if such settlement is effected without the consent each of the Holder, which consent Holders hereunder shall not be unreasonably withheld; provided, that in no event shall any indemnification by a Holder under this Section 1.7(b) exceed limited to an amount equal to the net proceeds from the offering received by such Holder, except in Holder from the case sale of willful fraud by such Holderthe Registrable Securities pursuant to the Registration Statement.

Indemnification by the Holders. To In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the CompanyParent, each of its directorsunderwriter (if the underwriter so requires) and their respective officers, directors and agents, if any, and each of its officers who has signed the registration statement, each personPerson, if any, who controls the Company Parent or such underwriter within the meaning of Section 15 of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions proceedings in respect theretothereof) arise out and expenses resulting from any untrue statement or alleged untrue statement of a material fact or are based upon any Violationomission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in each case light of the circumstances under which they were made) not misleading, but only to the extent (and only to the extent) that such Violation occurs untrue statement is contained in reliance upon and or such omission is from information so concerning a holder furnished in conformity with written information furnished writing by such Holder holder expressly for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 actiontherein; provided, however, that such holder’s obligations hereunder shall be limited to an amount equal to the indemnity agreement contained in this Section 1.7(b) shall not apply proceeds to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent holder 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 from the offering received by Registrable Securities sold pursuant to such Holder, except in the case of willful fraud by such Holderregistration statement.

Indemnification by the Holders. To In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directorsunderwriter (if the underwriter so requires) and their respective officers, directors and agents, if any, and each of its officers who has signed the registration statement, each personPerson, if any, who controls the Company or such underwriter within the meaning of section 15 of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions proceedings in respect theretothereof) arise out and expenses resulting from any untrue statement or alleged untrue statement of a material fact or are based upon any Violationomission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in each case light of the circumstances under which they were made) not misleading, but only to the extent (and only to the extent) that such Violation occurs untrue statement is contained in reliance upon and or such omission is from information concerning a holder furnished in conformity with written information furnished writing by such Holder holder expressly for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 actiontherein; provided, however, that such holder's obligations hereunder shall be limited to an amount equal to the indemnity agreement contained in this Section 1.7(b) shall not apply proceeds to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent holder 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 from the offering received by Registrable Securities sold pursuant to such Holder, except in the case of willful fraud by such Holderregistration statement.

Indemnification by the Holders. To Each selling Holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, Arris, its directors and officers and each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, Person who controls the Company Arris (within the meaning of the Securities Act and the Exchange Act, any underwriter, any other Holder selling securities in such registration statement ) from and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, Losses resulting from any untrue statement of a material fact or liabilities (joint or several) any omission of a material fact required to be stated in the Registration Statement under which any of the foregoing persons may become subject, such Registrable Securities were registered under the Securities ActAct (including any final, the Exchange Act preliminary or other federal summary Prospectus contained therein or state law, insofar as such losses, claims, damagesany amendment thereof or supplement thereto or any documents incorporated by reference therein), or liabilities necessary to make the statements therein (in the case of a Prospectus or actions in respect thereto) arise out of or are based upon any Violationpreliminary Prospectus, in each case light of the circumstances under which they were made) not misleading, to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement or omission had been contained in reliance upon and in conformity with written any information furnished in writing by such selling Holder expressly to Arris specifically for use inclusion in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 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 Registration Statement. In no event shall the liability of any indemnification by a selling Holder under this Section 1.7(b) exceed of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds from the offering received by such Holder, except in after deducting underwriting discounts and commissions, but before expenses, under the case sale of willful fraud by the Registrable Securities giving rise to such Holderindemnification obligation.

Indemnification by the Holders. To In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the CompanyWRC, each of its directorsunderwriter (if the underwriter so requires) and their respective officers, directors and agents, if any, and each of its officers who has signed the registration statement, each personPerson, if any, who controls the Company WRC or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions proceedings in respect theretothereof) arise out and expenses resulting from any untrue statement or alleged untrue statement of a material fact or are based upon any Violationomission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in each case light of the circumstances under which they were made) not misleading, but only to the extent (and only to the extent) that such Violation occurs untrue statement is contained in reliance upon and or such omission is from information concerning a holder furnished in conformity with written information furnished writing by such Holder holder expressly for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 actiontherein; provided, however, that such holder’s obligations hereunder shall be limited to an amount equal to the indemnity agreement contained in this Section 1.7(b) shall not apply proceeds to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent holder 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 from the offering received by Registrable Securities sold pursuant to such Holder, except in the case of willful fraud by such Holderregistration statement.

Indemnification by the Holders. To Each Holder agrees to indemnify and ------------------------------ hold harmless, to the full extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its officers, directors, each of its officers who has signed the registration statementemployees, and agents, each personPerson who participates as an underwriter in an Offering, if anyeach officer, director, employee or agent of such an underwriter, and each Person who controls the Company (within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement ) the Company and any controlling person of any such underwriter or other Holder, against any and all losses, claims, damages, or liabilities (liabilities, and expenses, joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration statement; and each such Holder will pay, as incurred, any including without limitation reasonable legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 1.7(b), in connection with investigating or defending against any such loss, claim, damage, or liability, or action; providedaction or proceeding (whether commenced or threatened) in respect thereof, however, that the indemnity agreement caused by any untrue statement or alleged untrue statement of a material fact 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 HolderOffering Documents relating to such Offering or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, which consent shall not be unreasonably withheld; provided, but only to the extent that such untrue statement or omission is made in no event shall reliance on and in conformity with any indemnification information furnished in writing by a Holder under this Section 1.7(b) exceed concerning the net proceeds from Holder to the offering received by such Holder, except Company specifically for inclusion in the case of willful fraud by Offering Documents relating to such HolderOffering.

Indemnification by the Holders. To In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directorsunderwriter (if the underwriter so requires) and their respective officers, directors and agents, if any, and each of its officers who has signed the registration statement, each personPerson, if any, who controls the Company or such underwriter within the meaning of section 15 of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions proceedings in respect theretothereof) arise out and expenses resulting from any untrue statement or alleged untrue statement of a material fact or are based upon any Violationomission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in each case light of the circumstances under which they were made) not misleading, but only to the extent (and only to the extent) that such Violation occurs untrue statement is contained in reliance upon and or such omission is from information so concerning a holder furnished in conformity with written information furnished writing by such Holder holder expressly for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 actiontherein; provided, however, that such holder's obligations hereunder shall be limited to an amount equal to the indemnity agreement contained in this Section 1.7(b) shall not apply proceeds to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent holder 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 from the offering received by Registrable Securities sold pursuant to such Holder, except in the case of willful fraud by such Holderregistration statement.

Indemnification by the Holders. To In connection with any registration ------------------------------- statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directorsunderwriter and their respective officers, directors and agents, if any, and each of its officers who has signed the registration statement, each personPerson, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions proceedings in respect theretothereof) arise out and expenses resulting from any untrue statement or alleged untrue statement of a material fact or are based upon any Violationomission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in each case light of the circumstances under which they were made) not misleading, but only to the extent (and only to the extent) that such Violation occurs untrue statement is contained in reliance upon and or such omission is from information so concerning a holder furnished in conformity with written information furnished writing by such Holder holder expressly for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 actiontherein; provided, however, that such holder's obligations hereunder shall be limited to an amount equal to the indemnity agreement contained in this Section 1.7(b) shall not apply proceeds to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent holder 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 from the offering received by Registrable Securities sold pursuant to such Holder, except in the case of willful fraud by such Holderregistration statement.

Indemnification by the Holders. To In connection with the Resale Registration Statement in which the Holders are participating, each Holder shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, each selling Holder will shall indemnify and hold harmless the CompanyMotient, each of its directors, officers, employees and Affiliates, and each of its officers who has signed the registration statement, each person, if any, Person who controls the Company Motient (within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder), against any losses, claims, damages, liabilities, and expenses resulting from any untrue or liabilities (joint alleged untrue statement of material fact contained in the Resale Registration Statement, the prospectus or several) to which any preliminary prospectus forming a part of the foregoing persons may become subject, under Resale Registration Statement or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violationstatements therein, in each case light of the circumstances under which they were made, not misleading, but only to the extent (and only to the extent) that such Violation occurs any information so furnished in reliance upon and in conformity with written information furnished writing by such Holder expressly for use in connection with contains such registration statement; and each such Holder will pay, as incurred, any legal untrue statement or other expenses reasonably incurred by any person intended omits a material fact required to be indemnified pursuant stated therein necessary to this Section 1.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or actionmake the statements therein not misleading; provided, however, that the 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 obligation of the Holder, which consent each Holder to indemnify Motient hereunder shall not be unreasonably withheld; provided, that in no event shall any indemnification by a Holder under this Section 1.7(b) exceed limited to the net proceeds to such Holder from the offering received by such Holder, except sale of the Covered Shares pursuant to the Resale Registration Statement in the case of willful fraud by such Holderthe Resale Registration Statement.

Indemnification by the Holders. To the extent permitted by law------------------------------ set forth in the second sentence of this Section 2.6(b), each selling Holder will 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, each of its directors, each of its officers who has signed the registration statementofficers, employees and agents, each personunderwriter, 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, any underwritereach other such Holder, any other Holder selling securities in each of such registration statement and any controlling person of any such underwriter or other Holder's officers, directors, employees, agents and partners, and each Person controlling such Holder within the meaning of Section 15 of the Securities Act against any lossesall expenses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or damages and liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 1.7(bthereof), in connection with investigating or defending including any such loss, claim, damage, liability, or action; provided, however, that of the indemnity agreement contained in this Section 1.7(b) shall not apply to amounts paid foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact made by the Holder and contained in any such lossRegistration Statement, claimProspectus, damageoffering circular or other document, liability or action if any amendment or supplement thereto or incident to any such settlement is effected without registration, qualification or compliance or based on any omission (or alleged omission) to state therein a material fact required to be made by the consent Holder and stated therein or necessary to make the statements therein not misleading or any violation by the Company 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 from the offering received by such Holder, except in the case of willful fraud by such Holder.rule or regulation promulgated

Indemnification by the Holders. To In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directorsunderwriter (if the underwriter so requires) and their respective officers, directors and agents, if any, and each of its officers who has signed the registration statement, each personPerson, if any, who controls the Company or such underwriter within the meaning of section 15 of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions proceedings in respect theretothereof) arise out and expenses resulting from any untrue statement or alleged untrue statement of a material fact or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal omission or other expenses reasonably incurred by any person intended alleged omission of a material fact required to be indemnified pursuant stated in the Exhibit 1.1(b)-28 registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to this Section 1.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that make the 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 from the offering received by such Holder, except statements therein (in the case of willful fraud any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such Holderholder expressly for use therein; PROVIDED, HOWEVER, that such holder's obligations hereunder shall be limited to an amount equal to the proceeds to such holder of the Registrable Securities sold pursuant to such registration statement.

Indemnification by the Holders. To In connection with any ------------------------------- registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directorsunderwriter and their respective officers, directors and agents, if any, and each of its officers who has signed the registration statement, each personPerson, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions proceedings in respect theretothereof) arise out and expenses resulting from any untrue statement or alleged untrue statement of a material fact or are based upon any Violationomission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in each case light of the circumstances under which they were made) not misleading, but only to the extent (and only to the extent) that such Violation occurs untrue statement is contained in reliance upon and or such omission is from information so concerning a holder furnished in conformity with written information furnished writing by such Holder holder expressly for use in connection with such registration statement; and each such Holder will pay, as incurred, any legal or other 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 actiontherein; provided, however, that such holder's obligations hereunder shall be limited to an amount equal to the indemnity agreement contained in this Section 1.7(b) shall not apply proceeds to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent holder 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 from the offering received by Registrable Securities sold pursuant to such Holder, except in the case of willful fraud by such Holderregistration statement.