ANY HOLDER PURSUANT TO THIS SECTION
3.1 INSOFAR AS THE SAME ARE MADE IN RELIANCE AND IN CONFORMITY WITH ANY
INFORMATION FURNISHED IN WRITING TO SKYTERRA
6
by such Holder expressly for use therein or by the failure of such Holder to
deliver a copy of such registration statement or prospectus or any amendments or
supplements thereto as required by law after SkyTerra has furnished such Holder
with a sufficient number of copies of the same.
3.2
INDEMNIFICATION BY THE HOLDERS.
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, SHALL INDEMNIFY SKYTERRA, ITS DIRECTORS, OFFICERS,
EMPLOYEES AND AFFILIATES, AND EACH PERSON WHO CONTROLS SKYTERRA (WITHIN THE
MEANING OF THE SECURITIES ACT), AGAINST ANY LOSSES, CLAIMS, DAMAGES,
LIABILITIES, AND EXPENSES RESULTING FROM ANY UNTRUE OR ALLEGED UNTRUE STATEMENT
OF MATERIAL FACT CONTAINED IN THE RESALE REGISTRATION STATEMENT, THE PROSPECTUS
OR PRELIMINARY PROSPECTUS FORMING A PART OF THE RESALE REGISTRATION STATEMENT OR
ANY AMENDMENT THEREOF OR SUPPLEMENT THERETO OR ANY OMISSION OR ALLEGED OMISSION
OF A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING, BUT ONLY TO THE EXTENT THAT ANY INFORMATION SO FURNISHED IN
WRITING BY SUCH HOLDER CONTAINS SUCH UNTRUE STATEMENT OR OMITS A MATERIAL FACT
REQUIRED TO BE STATED THEREIN NECESSARY TO MAKE THE STATEMENTS THEREIN NOT
MISLEADING; PROVIDED, HOWEVER, THAT ANY SUCH OBLIGATION OF EACH HOLDER TO
INDEMNIFY SKYTERRA HEREUNDER SHALL BE LIMITED TO THE NET PROCEEDS TO SUCH HOLDER
FROM THE SALE OF THE ACQUIRED SHARES PURSUANT TO THE RESALE REGISTRATION
STATEMENT IN THE CASE OF THE RESALE REGISTRATION STATEMENT.
3.3
INDEMNIFICATION PROCEDURES.
ANY PERSON ENTITLED TO INDEMNIFICATION
HEREUNDER SHALL (I) GIVE PROMPT WRITTEN NOTICE TO THE INDEMNIFYING PARTY OF ANY
CLAIM WITH RESPECT TO WHICH IT SEEKS INDEMNIFICATION (PROVIDED THAT THE FAILURE
TO GIVE PROMPT NOTICE SHALL NOT IMPAIR ANY PERSON'S RIGHT TO INDEMNIFICATION
HEREUNDER TO THE EXTENT SUCH FAILURE HAS NOT PREJUDICED THE INDEMNIFYING PARTY)
AND (II) UNLESS IN SUCH INDEMNIFIED PARTY'S REASONABLE JUDGMENT A CONFLICT OF
INTEREST BETWEEN SUCH INDEMNIFIED AND INDEMNIFYING PARTIES MAY EXIST WITH
RESPECT TO SUCH CLAIM, PERMIT SUCH INDEMNIFYING PARTY TO ASSUME THE DEFENSE OF
SUCH CLAIM WITH COUNSEL REASONABLY SATISFACTORY TO THE INDEMNIFIED PARTY.
IF
SUCH DEFENSE IS ASSUMED, THE INDEMNIFYING PARTY SHALL NOT BE SUBJECT TO ANY
LIABILITY FOR ANY SETTLEMENT MADE BY THE INDEMNIFIED PARTY WITHOUT ITS CONSENT
(BUT SUCH CONSENT SHALL NOT BE UNREASONABLY WITHHELD).
AN INDEMNIFYING PARTY
WHO IS NOT ENTITLED TO, OR ELECTS NOT TO, ASSUME THE DEFENSE OF A CLAIM SHALL
NOT BE OBLIGATED TO PAY THE FEES AND EXPENSES OF MORE THAN ONE COUNSEL (IN
ADDITION TO LOCAL COUNSEL) FOR ALL PARTIES INDEMNIFIED BY SUCH INDEMNIFYING
PARTY WITH RESPECT TO SUCH CLAIM, UNLESS IN THE REASONABLE