Common use of Indemnification by Xxxx Atlantic Clause in Contracts

Indemnification by Xxxx Atlantic. Xxxx Atlantic agrees to indemnify, to the fullest extent permitted by law, each Holder, each person who controls any such Holder, (within the meaning of either the Securities Act or the Exchange Act), and their respective directors and officers against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof) and expenses (including reasonable attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus or preliminary prospectus (each as amended and/or supplemented, if Xxxx Atlantic shall have furnished any amendments or supplements thereto), or any 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 a Prospectus, in the light of the circumstances under which they were made) not misleading; provided that Xxxx Atlantic shall not be required to indemnify such Holder, such controlling persons or their respective officers or directors for any losses, claims, damages, liabilities (or actions or proceedings in respect thereof) or expenses resulting from any such untrue statement or omission if such untrue statement or omission is made in reliance on and conformity with any information with respect to such Holder or the underwriters furnished to Xxxx Atlantic by such Holder expressly for use therein; provided, further, that Xxxx Atlantic shall not be required to indemnify any Holder to the extent that any such loss, claim, damage, liability (or actions or proceedings in respect thereof) or expense arises out of or is based upon an untrue or alleged untrue statement or omission or alleged omission made in any preliminary Prospectus if (i) in the case of any offering other than an Underwritten Offering, having previously been furnished by or on behalf of Xxxx Atlantic with copies of the final Prospectus, such Holder failed to send or deliver a copy of the final Prospectus with or prior to the delivery of written confirmation of the sale of the Registrable Securities by the Holder to the person asserting the claim from which such loss, claim, damage, liability (or actions or proceedings in respect thereof) or expense arises and (ii) the final Prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or omission or alleged omission; and provided, further, that Xxxx Atlantic shall not be required to indemnify any Holder to the extent that any such loss, claim, damage, liability (or actions or proceedings in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement, omission or alleged omission in the Prospectus if (x) such untrue statement or alleged untrue statement, omission or alleged omission is corrected in all material respects in an amendment or supplement to the Prospectus and (y) in the case of any offering other than an Underwritten Offering, having previously been furnished by or on behalf of Xxxx Atlantic with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus as so amended or supplemented, prior to or concurrently with the sale of Registrable Securities. In connection with an Underwritten Offering, Xxxx Atlantic will indemnify each underwriter thereof, the officers and directors of such underwriter, and each person who controls such underwriter (within the meaning of either the Securities Act or Exchange Act) to the same extent as provided above with respect to the indemnification of Holders; provided that such underwriter agrees to indemnify Xxxx Atlantic to the same extent as provided below with respect to the indemnification of Xxxx Atlantic by such Holders.

Indemnification by Xxxx Atlantic. Xxxx Atlantic agrees to -------------------------------- indemnify, to the fullest extent permitted by law, each Holder, each person who controls any such Holder, (within the meaning of either the Securities Act or the Exchange Act), and their respective directors and officers against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof) and expenses (including reasonable attorneys’ ' fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus or preliminary prospectus (each as amended and/or supplemented, if Xxxx Atlantic shall have furnished any amendments or supplements thereto), or any 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 a Prospectus, in the light of the circumstances under which they were made) not misleading; provided that Xxxx Atlantic shall not be required to indemnify such Holder, such controlling persons or their respective officers or directors for any losses, claims, damages, liabilities (or actions or proceedings in respect thereof) or expenses resulting from any such untrue statement or omission if such untrue statement or omission is made in reliance on and conformity with any information with respect to such Holder or the underwriters furnished to Xxxx Atlantic by such Holder expressly for use therein; provided, further, that Xxxx Atlantic shall not be required to indemnify any Holder to the extent that any such loss, claim, damage, liability (or actions or proceedings in respect thereof) or expense arises out of or is based upon an untrue or alleged untrue statement or omission or alleged omission made in any preliminary Prospectus if (i) in the case of any offering other than an Underwritten Offering, having previously been furnished by or on behalf of Xxxx Atlantic with copies of the final Prospectus, such Holder failed to send or deliver a copy of the final Prospectus with or prior to the delivery of written confirmation of the sale of the Registrable Securities by the Holder to the person asserting the claim from which such loss, claim, damage, liability (or actions or proceedings in respect thereof) or expense arises and (ii) the final Prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or omission or alleged omission; and provided, further, that Xxxx Atlantic shall not be required to indemnify any Holder to the extent that any such loss, claim, damage, liability (or actions or proceedings in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement, omission or alleged omission in the Prospectus if (x) such untrue statement or alleged untrue statement, omission or alleged omission is corrected in all material respects in an amendment or supplement to the Prospectus and (y) in the case of any offering other than an Underwritten Offering, having previously been furnished by or on behalf of Xxxx Atlantic with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus as so amended or supplemented, prior to or concurrently with the sale of Registrable Securities. In connection with an Underwritten Offering, Xxxx Atlantic will indemnify each underwriter thereof, the officers and directors of such underwriter, and each person who controls such underwriter (within the meaning of either the Securities Act or Exchange Act) to the same extent as provided above with respect to the indemnification of Holders; provided that such underwriter agrees to indemnify Xxxx Atlantic to the same extent as provided below with respect to the indemnification of Xxxx Atlantic by such Holders.

Indemnification by Xxxx Atlantic. (a) Subject to the terms of this Article IX, Xxxx Atlantic agrees to indemnifyshall indemnify and hold harmless (on an after-Tax basis using an assumed Tax rate of 40%) the Partnership, to the fullest extent permitted by lawits successors and assigns and its officers, each Holderdirectors, each person employees, partners and agents and any Person who controls any such Holder, (of the foregoing within the meaning of either the Securities Act or the Exchange Act)other than Xxxx Atlantic (each, an “Indemnified Partnership Party”) from and their respective directors and officers against any and all lossesliabilities, claims, damagescauses of action, liabilities (demands, judgments, losses, costs, damages or actions or proceedings in respect thereof) and expenses whatsoever (including reasonable attorneys’, consultants’ feesand other professional fees and disbursements of every kind, nature and description incurred by such Indemnified Partnership Party in connection therewith) caused by (collectively, “Losses”) that such Indemnified Partnership Party may sustain, suffer or incur and that result from, arise out of or relate to (i) any untrue breach of any of the representations, warranties, covenants or alleged untrue statement agreements of material fact Xxxx Atlantic contained in this Agreement other than those relating to Taxes, (ii) any Registration Statementof the following which may occur with respect to the Xxxx Atlantic Wireless Business: any claim, prospectus litigation or preliminary prospectus proceeding (each as amended and/or supplemented, if Xxxx Atlantic shall have furnished any amendments a “Claim”) arising out of Events or supplements thereto), or any omission or alleged omission a cause of action which existed prior to state therein a material fact required to be stated therein or necessary to make the statements therein Stage I Closing (in the case of a Prospectus, Claims relating to the Cellco Assets) or prior to the Stage II Closing (in the light case of Claims relating to the Xxxx Atlantic Conveyed Assets), except to the extent the Claim arises out of the circumstances under which they were madeTransactions contemplated hereby, regardless of whether or not any such Claim is first asserted or commenced prior to or after the Stage I Closing Date or the Stage II Closing Date, as the case may be, (“Xxxx Atlantic Indemnified Litigation”), (iii) Liabilities relating to or arising from Cellco Assets as of the Stage I Closing Date that are not misleading; provided Cellco Assumed Liabilities, or (iv) Liabilities relating to or arising from Xxxx Atlantic Conveyed Assets as of the Stage II Closing Date that are not Xxxx Atlantic Assumed Liabilities. (b) The Partnership acknowledges and agrees that Xxxx Atlantic shall not be required to indemnify such Holder, such controlling persons or their respective officers or directors have any Liability under any provision of this Agreement for any losses, claims, damages, liabilities (or actions or proceedings in respect thereof) or expenses resulting from any such untrue statement or omission if such untrue statement or omission is made in reliance on and conformity with any information with respect to such Holder or the underwriters furnished to Xxxx Atlantic by such Holder expressly for use therein; provided, further, that Xxxx Atlantic shall not be required to indemnify any Holder Loss to the extent that such Loss relates to the failure to act or any such lossaction taken by the Partnership or any other Person (other than Xxxx Atlantic or any of its Affiliates in breach of this Agreement or any other Transaction Document) after the Closing Date. (c) The Partnership shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, claimor does, damagegive rise thereto, liability including incurring costs only to the minimum extent necessary to remedy the breach which gives rise to the Loss. (d) Nothing herein shall be deemed to limit or actions or proceedings in respect thereof) or expense arises out of or is based upon an untrue or alleged untrue statement or omission or alleged omission made restrict in any preliminary Prospectus if (i) manner any rights or remedies which the Partnership has or may have, at law, in the case equity or otherwise, against Xxxx Atlantic based on a willful misrepresentation or willful breach of any offering other than an Underwritten Offeringwarranty, having previously been furnished covenant or agreement by or on behalf of Xxxx Atlantic with copies of the final Prospectus, such Holder failed to send or deliver a copy of the final Prospectus with or prior to the delivery of written confirmation of the sale of the Registrable Securities by the Holder to the person asserting the claim from which such loss, claim, damage, liability (or actions or proceedings in respect thereof) or expense arises and (ii) the final Prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or omission or alleged omission; and provided, further, that Xxxx Atlantic shall not be required to indemnify any Holder to the extent that any such loss, claim, damage, liability (or actions or proceedings in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement, omission or alleged omission in the Prospectus if (x) such untrue statement or alleged untrue statement, omission or alleged omission is corrected in all material respects in an amendment or supplement to the Prospectus and (y) in the case of any offering other than an Underwritten Offering, having previously been furnished by or on behalf of Xxxx Atlantic with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus as so amended or supplemented, prior to or concurrently with the sale of Registrable Securities. In connection with an Underwritten Offering, Xxxx Atlantic will indemnify each underwriter thereof, the officers and directors of such underwriter, and each person who controls such underwriter (within the meaning of either the Securities Act or Exchange Act) to the same extent as provided above with respect to the indemnification of Holders; provided that such underwriter agrees to indemnify Xxxx Atlantic to the same extent as provided below with respect to the indemnification of Xxxx Atlantic by such Holdershereunder.

Indemnification by Xxxx Atlantic. (a) Subject to the terms of this Article IX, Xxxx Atlantic agrees to indemnifyshall indemnify and hold harmless (on an after-Tax basis using an assumed Tax rate of 40%) the Partnership, to the fullest extent permitted by lawits successors and assigns and its officers, each Holderdirectors, each person employees, partners and agents and any Person who controls any such Holder, (of the foregoing within the meaning of either the Securities Act or the Exchange Act)other than Xxxx Atlantic (each, an "Indemnified Partnership Party") from and their respective directors and officers against any and all losses----------------------------- liabilities, claims, damagescauses of action, liabilities (demands, judgments, losses, costs, damages or actions or proceedings in respect thereof) and expenses whatsoever (including reasonable attorneys’ fees', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such Indemnified Partnership Party in connection therewith) caused by (collectively, "Losses") that such Indemnified ------ Partnership Party may sustain, suffer or incur and that result from, arise out of or relate to (i) any untrue breach of any of the representations, warranties, covenants or alleged untrue statement agreements of material fact Xxxx Atlantic contained in this Agreement other than those relating to Taxes, (ii) any Registration Statementof the following which may occur with respect to the Xxxx Atlantic Wireless Business: any claim, prospectus litigation or preliminary prospectus proceeding (each as amended and/or supplemented, if Xxxx Atlantic shall have furnished any amendments a "Claim") arising out of Events or supplements thereto), or any omission or alleged omission a ----- cause of action which existed prior to state therein a material fact required to be stated therein or necessary to make the statements therein Stage I Closing (in the case of a Prospectus, Claims relating to the Cellco Assets) or prior to the Stage II Closing (in the light case of Claims relating to the Xxxx Atlantic Conveyed Assets), except to the extent the Claim arises out of the circumstances under which they were madeTransactions contemplated hereby, regardless of whether or not any such Claim is first asserted or commenced prior to or after the Stage I Closing Date or the Stage II Closing Date, as the case may be, ("Xxxx Atlantic Indemnified Litigation"), (iii) ------------------------------------ Liabilities relating to or arising from Cellco Assets as of the Stage I Closing Date that are not misleading; provided Cellco Assumed Liabilities, or (iv) Liabilities relating to or arising from Xxxx Atlantic Conveyed Assets as of the Stage II Closing Date that are not Xxxx Atlantic Assumed Liabilities. (b) The Partnership acknowledges and agrees that Xxxx Atlantic shall not be required to indemnify such Holder, such controlling persons or their respective officers or directors have any Liability under any provision of this Agreement for any losses, claims, damages, liabilities (or actions or proceedings in respect thereof) or expenses resulting from any such untrue statement or omission if such untrue statement or omission is made in reliance on and conformity with any information with respect to such Holder or the underwriters furnished to Xxxx Atlantic by such Holder expressly for use therein; provided, further, that Xxxx Atlantic shall not be required to indemnify any Holder Loss to the extent that such Loss relates to the failure to act or any such lossaction taken by the Partnership or any other Person (other than Xxxx Atlantic or any of its Affiliates in breach of this Agreement or any other Transaction Document) after the Closing Date. (c) The Partnership shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, claimor does, damagegive rise thereto, liability including incurring costs only to the minimum extent necessary to remedy the breach which gives rise to the Loss. (d) Nothing herein shall be deemed to limit or actions or proceedings in respect thereof) or expense arises out of or is based upon an untrue or alleged untrue statement or omission or alleged omission made restrict in any preliminary Prospectus if (i) manner any rights or remedies which the Partnership has or may have, at law, in the case equity or otherwise, against Xxxx Atlantic based on a willful misrepresentation or willful breach of any offering other than an Underwritten Offeringwarranty, having previously been furnished covenant or agreement by or on behalf of Xxxx Atlantic with copies of the final Prospectus, such Holder failed to send or deliver a copy of the final Prospectus with or prior to the delivery of written confirmation of the sale of the Registrable Securities by the Holder to the person asserting the claim from which such loss, claim, damage, liability (or actions or proceedings in respect thereof) or expense arises and (ii) the final Prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or omission or alleged omission; and provided, further, that Xxxx Atlantic shall not be required to indemnify any Holder to the extent that any such loss, claim, damage, liability (or actions or proceedings in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement, omission or alleged omission in the Prospectus if (x) such untrue statement or alleged untrue statement, omission or alleged omission is corrected in all material respects in an amendment or supplement to the Prospectus and (y) in the case of any offering other than an Underwritten Offering, having previously been furnished by or on behalf of Xxxx Atlantic with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus as so amended or supplemented, prior to or concurrently with the sale of Registrable Securities. In connection with an Underwritten Offering, Xxxx Atlantic will indemnify each underwriter thereof, the officers and directors of such underwriter, and each person who controls such underwriter (within the meaning of either the Securities Act or Exchange Act) to the same extent as provided above with respect to the indemnification of Holders; provided that such underwriter agrees to indemnify Xxxx Atlantic to the same extent as provided below with respect to the indemnification of Xxxx Atlantic by such Holdershereunder.

Indemnification by Xxxx Atlantic. Xxxx Atlantic agrees to indemnify, to the fullest extent permitted by law, each Holder, each person who controls any such Holder, (within the meaning of either the Securities Act or the Exchange Act), and their respective directors and officers against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof) and expenses (including reasonable attorneys’ ' fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus or preliminary prospectus (each as amended and/or supplemented, if Xxxx Atlantic shall have furnished any amendments or supplements thereto), or any 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 a Prospectus, in the light of the circumstances under which they were made) not misleading; provided that Xxxx Atlantic shall not be required to indemnify such Holder, such controlling persons or their respective officers or directors for any losses, claims, damages, liabilities (or actions or proceedings in respect thereof) or expenses resulting from any such untrue statement or omission if such untrue statement or omission is made in reliance on and conformity with any information with respect to such Holder or the underwriters furnished to Xxxx Atlantic by such Holder expressly for use therein; provided, further, that Xxxx Atlantic shall not be required to indemnify any Holder to the extent that any such loss, claim, damage, liability (or actions or proceedings in respect thereof) or expense arises out of or is based upon an untrue or alleged untrue statement or omission or alleged omission made in any preliminary Prospectus if (i) in the case of any offering other than an Underwritten Offering, having previously been furnished by or on behalf of Xxxx Atlantic with copies of the final Prospectus, such Holder failed to send or deliver a copy of the final Prospectus with or prior to the delivery of written confirmation of the sale of the Registrable Securities by the Holder to the person asserting the claim from which such loss, claim, damage, liability (or actions or proceedings in respect thereof) or expense arises and (ii) the final Prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or omission or alleged omission; and provided, further, that Xxxx Atlantic shall not be required to indemnify any Holder to the extent that any such loss, claim, damage, liability (or actions or proceedings in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement, omission or alleged omission in the Prospectus if (x) such untrue statement or alleged untrue statement, omission or alleged omission is corrected in all material respects in an amendment or supplement to the Prospectus and (y) in the case of any offering other than an Underwritten Offering, having previously been furnished by or on behalf of Xxxx Atlantic with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus as so amended or supplemented, prior to or concurrently with the sale of Registrable Securities. In connection with an Underwritten Offering, Xxxx Atlantic will indemnify each underwriter thereof, the officers and directors of such underwriter, and each person who controls such underwriter (within the meaning of either the Securities Act or Exchange Act) to the same extent as provided above with respect to the indemnification of Holders; provided that such underwriter agrees to indemnify Xxxx Atlantic to the same extent as provided below with respect to the indemnification of Xxxx Atlantic by such Holders.