Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. 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, shall indemnify Motient, its directors, officers, employees and Affiliates, and each Person who controls Motient (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 Motient 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.

Indemnification by the Holders. In connection with the Resale Registration Statement As a condition to including any Registrable Securities of any Person in which the Holders are participatingany registration statement filed pursuant to Article II, 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 andholder of Registrable Securities, to the extent permitted by law, shall hereby agrees, severally but not jointly, to indemnify Motientand hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 5.1 the Company, its directorseach director of the Company, officers, employees and Affiliates, each officer of the Company and each Person other Person, if any, who controls Motient (the Company within the meaning of the Securities Act), against with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if, and only if, such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company directly by, or on behalf of, such Person specifically for use therein; provided, however, that the indemnity agreement contained in this Section 5.1(b) shall not apply to amounts paid in settlement of any losses, claims, damages, liabilities, and expenses resulting from any untrue liabilities or alleged untrue statement of material fact contained in actions if such settlement is effected without the Resale Registration Statement, the prospectus or preliminary prospectus forming a part consent of the Resale Registration Statement or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to Holder (which consent shall not be stated therein or necessary to make the statements thereinunreasonably withheld); and provided, 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; providedfurther, however, that the aggregate obligations of any such obligation of each Holder to indemnify Motient hereunder under this Section 5.1(b) and Section 5.1(g) shall be limited to an amount equal to the net proceeds to received by such Holder from upon the sale of the Acquired Shares pursuant to the Resale Registration Statement Registrable Securities sold in the case offering covered by such registration, unless such liability arises out of the Resale Registration Statementor is based upon such Holder’s willful misconduct.

Indemnification by the Holders. In connection with the Resale Registration Statement any registration statement in which the Holders are a Holder is participating, each Holder such Holder, severally and not jointly, shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify, to the fullest extent permitted by law, shall indemnify Motientthe Company, its each underwriter (if the underwriter so requires) and their respective officers, directors, officerspartners and agents, employees and Affiliatesif any, and each Person Person, if any, who controls Motient (the Company or such underwriter within the meaning of section 15 of the Securities Act), against any losses, claims, damages, liabilities, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a 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 in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading, but only to the extent that any such untrue statement is contained in or such omission is from information so concerning a Holder, or such Holder's intended method of distribution, 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 misleadingexpressly for use therein; providedPROVIDED, howeverHOWEVER, that any such obligation of each Holder to indemnify Motient Holder's obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder from the sale of the Acquired Shares Registrable Securities sold pursuant to the Resale Registration Statement in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with the Resale Registration Statement If any Registrable Securities are included in which any registration statement, the Holders are participatingof such Registrable Securities so registered shall, severally and not jointly, indemnify and hold harmless the Company and 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 anddirector, to officer and affiliate of the extent permitted by law, shall indemnify Motient, its directors, officers, employees and AffiliatesCompany, and each Person other individual or entity, if any, who controls Motient (within the meaning of the Securities Act)) the Company (each of the foregoing, against any losses, claims, damages, liabilities, and expenses resulting from a "Company Indemnitee") insofar as Losses to a Company Indemnitee arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statementsuch registration statement, the any preliminary prospectus, final prospectus or preliminary summary prospectus forming a part of the Resale Registration Statement contained therein, or any amendment thereof or supplement thereto thereto, or any an omission or alleged omission of to state therein 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, therein not misleading, but only if such 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 extent that any information so furnished in writing Company by such Holder contains for use in the preparation of such untrue statement registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or omits a material fact required to be stated therein necessary to make the statements therein not misleading; supplement, provided, however, however that no Holder shall have any such obligation liability under this Section 5.2 for any amount in excess of each Holder to indemnify Motient hereunder shall be limited to the net proceeds to actually received by such Holder from the sale of the Acquired Shares pursuant to the Resale Registration Statement Registrable Securities included in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with the Resale Registration Statement in which the Holders are participatingEach Holder agrees, each Holder shall furnish to Motient in writing such information as Motient reasonably requests for use in connection severally and not jointly with any such registration statement or prospectus andother Holder, to indemnify and hold harmless, to the fullest extent permitted by law, shall indemnify Motientthe Company, its directors, officers, employees and Affiliatesemployees, stockholders and each Person person who controls Motient the Company (within the meaning of the Securities 1933 Act), ) against any losses, claims, damages, liabilities, and expenses Losses resulting from any untrue or alleged untrue statement of a 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 in any Registration Statement 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 Prospectus or omits a material fact required to be stated therein preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading; provided, howeverto the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by a Holder, and relating to such obligation of each Holder to indemnify Motient hereunder shall be limited Holder, to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto (“Holder Information”). In no event shall the liability of a Holder be greater in amount than the dollar amount of the proceeds (net proceeds to of all expense paid by such Holder from in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Acquired Shares pursuant to the Resale Registrable Securities included in such Registration Statement in the case of the Resale Registration Statementgiving rise to such indemnification obligation.

Indemnification by the Holders. In connection with the Resale Registration Statement any registration statement in which the Holders are a holder of Registrable Securities is participating, each Holder such holder, severally and not jointly, shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify, to the fullest extent permitted by law, shall indemnify Motientthe Parent, its directors, each underwriter (if the underwriter so requires) and their respective officers, employees partners, directors and Affiliatesagents, if any, and each Person Person, if any, who controls Motient (the Parent or such underwriter within the meaning of section 15 of the Securities Act), against any losses, claims, damages, liabilities, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a 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 in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading, but only to the extent that any such untrue statement is contained in or such omission is from information so concerning a holder 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 misleadingholder expressly for use therein; provided, however, that any such obligation of each Holder to indemnify Motient holder's obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder from the sale holder of the Acquired Shares Registrable Securities sold pursuant to the Resale Registration Statement in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with the Resale Registration Statement in which the Holders are participating, each Holder shall furnish to Motient SkyTerra in writing such information as Motient SkyTerra reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify MotientSkyTerra, its directors, officers, employees and Affiliates, and each Person who controls Motient 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 Motient 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.

Indemnification by the Holders. In connection with the Resale Registration Statement in which the Holders are participating, each Each selling Holder shall furnish agrees ------------------------------ (severally and not jointly) to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify and hold harmless, to the fullest extent permitted by law, shall indemnify Motientthe Company, its directors, officers, officers and employees and Affiliates, and each Person who controls Motient the Company (within the meaning of the Securities Act and the Securities Exchange Act), ) from and against any lossesand all Losses to the extent, claimsbut only to the extent, damagesthat any such Loss is caused by, liabilitiesarises out of or is based upon 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, and expenses resulting from any untrue preliminary or alleged untrue statement of material fact summary prospectus contained in the Resale Registration Statement, the prospectus or preliminary prospectus forming a part of the Resale Registration Statement therein or any amendment thereof or supplement thereto or any omission documents incorporated by reference therein) and was not corrected in a subsequent writing prior to or alleged omission of a material fact required to be stated therein or necessary to make concurrently with the statements therein, in light sale of the circumstances under which they were made, not misleading, but only Registrable Securities to the extent that Person asserting such Loss. The liability of any information so furnished Holder under this paragraph shall in writing no event exceed the amount by which proceeds received by such Holder contains from sales of Registrable Securities giving rise to such obligations exceeds the amount of any Loss which such Holder has otherwise been required to pay by reason of 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 Motient hereunder omission. This indemnity shall be limited in addition to the net proceeds to any liability such Holder from the sale of the Acquired Shares pursuant to the Resale Registration Statement in the case of the Resale Registration Statementmay otherwise have.

Indemnification by the Holders. In connection with the Resale Registration Statement in which the Holders are participating, each The Holder shall furnish agrees to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnity, to the full extent permitted by law, shall indemnify Motientthe Company, its directors, officers, employees officers and Affiliates, counsel and each Person who controls Motient the Company (within the meaning of Section 15 of the Securities Act), ) against any losses, claims, damages, liabilities, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in the Resale Registration Statementregistration 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, to the extent, but only to the extent, that such untrue or alleged untrue statement relates to any information with respect to such Holder, in its capacity as such, so furnished in writing by such Holder specifically for inclusion in any registration statement, prospectus or preliminary prospectus (including any omissions with respect thereto); provided, however, that the Holder shall not be liable in any such obligation of each Holder to indemnify Motient hereunder shall be limited case to the net extent that prior to the filing of any such registration statement, prospectus or preliminary prospectus or amendment thereof or supplement thereto, the Holder has furnished in writing to the Company information expressly for use in such registration statement, prospectus or preliminary prospectus or amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the proceeds to such received by the Holder from upon the sale of the Acquired Shares pursuant Registrable Securities giving rise to the Resale Registration Statement in the case of the Resale Registration Statementsuch indemnification obligation.

Indemnification by the Holders. In connection with the Resale Registration Statement any registration statement in which the Holders are a holder of Registrable Securities is participating, each Holder such holder, severally and not jointly, shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify, to the fullest extent permitted by law, shall indemnify Motientthe Parent, its directors, each underwriter (if the underwriter so requires) and their respective officers, employees directors and Affiliatesagents, if any, and each Person Person, if any, who controls Motient (the Parent or such underwriter within the meaning of section 15 of the Securities Act), against any losses, claims, damages, liabilities, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a 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 in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading, but only to the extent that any such untrue statement is contained in 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 either case 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 misleadingholder expressly for use therein; provided, however, that any such obligation of each Holder to indemnify Motient holder's obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder from the sale holder of the Acquired Shares Registrable Securities sold pursuant to the Resale Registration Statement in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with the Resale Registration Statement If any Registrable Securities are included in which any registration statement, the Holders are participatingof such Registrable Securities so registered shall, severally and not jointly, indemnify and hold harmless the Company and 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 anddirector, to officer and affiliate of the extent permitted by law, shall indemnify Motient, its directors, officers, employees and AffiliatesCompany, and each Person other individual or entity, if any, who controls Motient (within the meaning of the Securities Act)) the Company (each of the foregoing, against any losses, claims, damages, liabilities, and expenses resulting from a "Company Indemnitee") insofar as Losses to a Company Indemnitee arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statementsuch registration statement, the any preliminary prospectus, final prospectus or preliminary summary prospectus forming a part of the Resale Registration Statement contained therein, or any amendment thereof or supplement thereto thereto, or any an omission or alleged omission of to state therein 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, therein not misleading, but only if such 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 extent that any information so furnished in writing Company by such Holder contains for use in the preparation of such untrue statement registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or omits a material fact required to be stated therein necessary to make the statements therein not misleading; supplement, provided, however, that no Holder shall have any such obligation liability under this Section 5.2 for any amount in excess of each Holder to indemnify Motient hereunder shall be limited to the net proceeds to actually received by such Holder from the sale of the Acquired Shares pursuant to the Resale Registration Statement Registrable Securities included in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with Each Holder will, if ------------------------------ Registrable Securities held by such Holder are included in the Resale Registration Statement securities as to which such registration, qualification, or compliance is being effected, indemnify and hold harmless (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, same manner and to the same extent permitted by law, shall indemnify Motient, as set forth in subdivision (a) of this Section 7) the Company and its directors, officers, employees and Affiliates, and each Person who controls Motient (controlling persons within the meaning of Section 15 of the Securities Act), against Act and all other prospective sellers and their respective controlling persons with respect to any losses, claims, damages, liabilities, and expenses resulting from any untrue statement 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 from such registration statement, any preliminary, final or necessary to make the statements summary prospectus contained therein, or any amendment or supplement, if such statement or alleged statement or omission or alleged omission was made in light of the circumstances under which they were made, not misleading, but only reliance upon and in conformity with written information furnished to the extent that any information so furnished in writing Company by such Holder contains for use in the preparation of such untrue statement registration statement, preliminary, final or omits summary prospectus or amendment or supplement, or a material fact required to be stated therein necessary to make document incorporated by reference into any of the statements therein not misleadingforegoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders or any of their respective directors, officers and controlling persons and shall survive the transfer of such securities by such Holder; provided, however, that the obligations of such Holder hereunder shall not apply -------- ------- to amounts paid in settlement of any such obligation claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of each Holder to indemnify Motient 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(which consent shall not be unreasonably withheld).

Indemnification by the Holders. In connection with Each of the Resale Holders will, if Registrable Securities held by it are included in the securities as to which such Registration Statement in which is being effected, indemnify the Holders are participatingCompany, 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, shall indemnify Motient, of its directors, directors and officers, employees and Affiliates, and each Person who controls Motient (“controls” the Company within the meaning of SEC Rule 405 under the Securities Act), against all Claims arising out of or based on any losses, claims, damages, liabilities, and expenses resulting from any untrue actual or alleged untrue statement of a material fact contained in the Resale Registration Statementfact, 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 in order to make the statements thereinstatement 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 light of each case to the circumstances under which they were made, not misleadingextent, but only to the extent extent, that any information so furnished in writing by such Holder contains such untrue statement (or omits a material fact required alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be stated therein necessary to make the statements therein not misleadingspecifically for use therein; provided, however, that any such obligation the obligations of each Holder to indemnify Motient of the Holders hereunder shall be limited to an amount equal to the net proceeds to received by such Holder from the sale of the Acquired Shares Registrable Securities pursuant to the Resale Registration Statement in the case of the Resale Registration Statement.

Indemnification by the Holders. In connection with the Resale Registration Statement in which Each of the Holders will, if Registrable Securities held by it are participatingincluded in the Registration Statement, indemnify the Company, 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, shall indemnify Motient, of its directors, directors and officers, employees and Affiliates, and each Person who controls Motient ("controls" the Company within the meaning of Rule 405 under the Securities Act), against all Claims arising out of or based on any losses, claims, damages, liabilities, and expenses resulting from any untrue actual or alleged untrue statement of a material fact contained in the Resale Registration Statementfact, 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 in order to make the statements thereinstatement 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 or defending any such Claim, in light of each case to the circumstances under which they were made, not misleadingextent, but only to the extent extent, that any information so furnished in writing by such Holder contains such untrue statement (or omits a material fact required alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus, offering memorandum or other document in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be stated therein necessary to make the statements therein not misleadingspecifically for use therein; provided, however, that any such obligation the obligations of each Holder to indemnify Motient of the Holders hereunder shall be limited to an amount equal to the net proceeds to received by such Holder from the sale of the Acquired Shares Registrable Securities pursuant to the Resale Registration Statement in the case of the Resale Registration Statement.

Indemnification by the Holders. In connection with Each of the Resale Holders will, if Registrable Securities held by it are included in the securities as to which such Registration Statement in which is being effected, indemnify the Holders are participatingCompany, 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, shall indemnify Motient, of its directors, directors and officers, employees and Affiliates, and each Person who controls Motient (within the meaning of the Securities Act)Company, against any losses, claims, damages, liabilities, and expenses resulting from all Claims arising out of or based on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Resale Registration Statement, the prospectus prospectus, offering circular or preliminary prospectus forming a part other document made by or on behalf of the Resale Registration Statement or any amendment thereof or supplement thereto such Holder, or any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements thereinby 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 light of each case to the circumstances under which they were made, not misleadingextent, but only to the extent extent, that any information so furnished in writing by such Holder contains such untrue statement (or omits a material fact required 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 and stated to be stated therein necessary to make the statements therein not misleadingspecifically for use therein; provided, however, that any such obligation the obligations of each Holder to indemnify Motient of the Holders hereunder shall be limited to an amount equal 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 Statementsecurities sold as contemplated herein.

Indemnification by the Holders. In connection with the Resale Registration Statement any registration statement in which the Holders are a holder of Registrable Securities is participating, each Holder such holder, severally and not jointly, shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify, to the fullest extent permitted by law, shall indemnify Motientthe Company, its directors, each underwriter and their respective officers, employees directors and Affiliatesagents, if any, and each Person Person, if any, who controls Motient (the Company or such underwriter within the meaning of section 15 of the Securities Act), against any losses, claims, damages, liabilities, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a 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 in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading, but only to the extent that any such untrue statement is contained in or such omission is from information so concerning a holder 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 misleadingholder expressly for use therein; provided, however, that any such obligation of each Holder to indemnify Motient holder's obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder from the sale holder of the Acquired Shares Registrable Securities sold pursuant to the Resale Registration Statement in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with Each Electing Holder agrees, as a consequence of the Resale inclusion of any of such Holder's Registrable Securities in such Shelf Registration Statement, severally and not jointly, to (i) indemnify and hold harmless Parent, its directors and officers who sign any Shelf 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, shall indemnify Motient, its directors, officers, employees and Affiliates, and each Person person, if any, who controls Motient (Parent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), against any lossesLosses, claimsto which Parent or such other persons may become subject, damagesunder the Securities Act or otherwise, liabilities, and expenses resulting from any insofar as such Losses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement, the prospectus or preliminary prospectus forming a part of the Resale such Shelf Registration Statement or Prospectus, or any amendment thereof or supplement thereto supplement, or any arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of each case to the circumstances under which they were made, not misleadingextent, but only to the extent extent, that any information so furnished in writing by such Holder contains such untrue statement or omits a material fact required alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to be stated therein necessary to make the statements therein not misleading; providedParent by such Holder, howeverexpressly for use therein, that and (ii) reimburse Parent for any legal or other expenses reasonably incurred by Parent in connection with investigating or defending any such obligation of each Holder to indemnify Motient hereunder shall be limited to the net proceeds to action or claim as such Holder from the sale of the Acquired Shares pursuant to the Resale Registration Statement in the case of the Resale Registration Statementexpenses are incurred.

Indemnification by the Holders. In connection with the Resale Registration Statement any registration ------------------------------- statement in which the Holders are a holder of Registrable Securities is participating, each Holder such holder, severally and not jointly, shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify, to the fullest extent permitted by law, shall indemnify Motientthe Company, its directors, each underwriter and their respective officers, employees directors and Affiliatesagents, if any, and each Person Person, if any, who controls Motient (the Company or such underwriter within the meaning of Section 15 of the Securities Act), against any losses, claims, damages, liabilities, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a 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 in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading, but only to the extent that any such untrue statement is contained in or such omission is from information so concerning a holder 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 misleadingholder expressly for use therein; provided, however, that any such obligation of each Holder to indemnify Motient holder's obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder from the sale holder of the Acquired Shares Registrable Securities sold pursuant to the Resale Registration Statement in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with the Resale Registration Statement any ------------------------------- registration statement in which the Holders are a holder of Registrable Securities is participating, each Holder such holder, severally and not jointly, shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify, to the fullest extent permitted by law, shall indemnify Motientthe Company, its directors, each underwriter and their respective officers, employees directors and Affiliatesagents, if any, and each Person Person, if any, who controls Motient (the Company or such underwriter within the meaning of Section 15 of the Securities Act), against any losses, claims, damages, liabilities, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a 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 in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading, but only to the extent that any such untrue statement is contained in or such omission is from information so concerning a holder 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 misleadingholder expressly for use therein; provided, however, that any such obligation of each Holder to indemnify Motient holder's obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder from the sale holder of the Acquired Shares Registrable Securities sold pursuant to the Resale Registration Statement in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with Each of the Resale Holders will, if Registrable Securities held by it are included in the securities as to which such Registration Statement in which is being effected, indemnify the Holders are participatingCompany, 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, shall indemnify Motient, of its directors, directors and officers, employees and Affiliates, and each Person who controls Motient ("controls" the Company within the meaning of SEC Rule 405 under the Securities Act), against all Claims arising out of or based on any losses, claims, damages, liabilities, and expenses resulting from any untrue actual or alleged untrue statement of a material fact contained in the Resale Registration Statementfact, 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 in order to make the statements thereinstatement 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 light of each case to the circumstances under which they were made, not misleadingextent, but only to the extent extent, that any information so furnished in writing by such Holder contains such untrue statement (or omits a material fact required alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be stated therein necessary to make the statements therein not misleadingspecifically for use therein; provided, however, that any such obligation the obligations of each Holder to indemnify Motient of the Holders hereunder shall be limited to an amount equal to the net proceeds to received by such Holder from the sale of the Acquired Shares Registrable Securities pursuant to the Resale Registration Statement in the case of the Resale Registration Statement.

Indemnification by the Holders. In connection with the Resale Registration Statement If any Registrable ------------------------------ Securities are included in which any registration statement, the Holders are participatingof such Registrable Securities so registered shall, each Holder shall furnish to Motient and hereby do, severally and not jointly, indemnify and hold harmless (in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus and, the same manner and to the same extent permitted by law, shall indemnify Motient, its directors, officers, employees and Affiliatesas set forth in section 6.1 above) the Company, and each Person director and officer of the Company, and each other Person, if any, who controls Motient (the Company within the meaning of the Securities Act), against any with respect to all losses, claims, damages, liabilitiesexpenses or liabilities ("Losses") to which the Company or such control person becomes subject under the Securities Act, and expenses resulting from insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statementsuch registration statement, the any preliminary prospectus, final prospectus or preliminary summary prospectus forming a part of the Resale Registration Statement contained therein, or any amendment thereof or supplement thereto thereto, or any an omission or alleged omission of to state therein 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, therein not misleading, but only if such 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 extent that any information so furnished in writing Company by such Holder contains for use in the preparation of such untrue statement registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or omits a material fact required to be stated therein necessary to make the statements therein not misleading; supplement, provided, however, that no Holder shall have any such obligation liability under this section 6.2 for any amount in excess of each Holder to indemnify Motient hereunder shall be limited to the net proceeds to actually received by such Holder from the sale of the Acquired Shares pursuant to the Resale Registration Statement Registrable Securities included in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with the Resale Registration Statement any registration statement in which the Holders are a holder of Registrable Securities is participating, each Holder such holder, severally and not jointly, shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify, to the fullest extent permitted by law, shall indemnify Motientthe Company, its directors, each underwriter (if the underwriter so requires) and their respective officers, employees directors and Affiliatesagents, if any, and each Person Person, if any, who controls Motient (the Company or such underwriter within the meaning of section 15 of the Securities Act), against any losses, claims, damages, liabilities, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a 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 in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading, but only to the extent that any such untrue statement is contained in or such omission is from information so concerning a holder 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 misleadingholder expressly for use therein; provided, however, that any such obligation of each Holder to indemnify Motient holder's obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder from the sale holder of the Acquired Shares Registrable Securities sold pursuant to the Resale Registration Statement in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with the Resale Registration Statement any registration statement in which the Holders are a holder of Registrable Securities is participating, each Holder such holder, severally and not jointly, shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify, to the fullest extent permitted by law, shall indemnify Motientthe Company, its directors, each underwriter (if the underwriter so requires) and their respective officers, employees directors and Affiliatesagents, if any, and each Person Person, if any, who controls Motient (the Company or such underwriter within the meaning of section 15 of the Securities Act), against any losses, claims, damages, liabilities, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a 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 in the Exhibit 1.1(b)-28 registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading, but only to the extent that any such untrue statement is contained in or such omission is from information so concerning a holder 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 misleadingholder expressly for use therein; providedPROVIDED, howeverHOWEVER, that any such obligation of each Holder to indemnify Motient holder's obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder from the sale holder of the Acquired Shares Registrable Securities sold pursuant to the Resale Registration Statement in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with the Resale Registration Statement in which the Holders are participatingThe Holders, each Holder shall furnish individually and not jointly, agree to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify Motientand hold harmless GI, its directorsrespective agents, directors and officers, employees and Affiliateseach other person, and each Person if any, who controls Motient (within the meaning of the Securities Act)) GI and each other person (including underwriters) who participates in the offering of such Registrable Securities, against any all losses, claims, damagesdamages and liabilities to which GI, liabilitiesmay become subject under the Securities Act or otherwise, and expenses resulting from insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in any such registration statement, on the Resale Registration Statementeffective date thereof, under which such Registrable Securities were registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein or in any amendment or supplement to any preliminary prospectus forming a part or final prospectus (if used during the period GI is required to keep such registration statement current in any such case), or arise out of or are based upon the Resale Registration Statement or any amendment thereof or supplement thereto or any omission or alleged omission of to state therein 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, therein not misleading, but only if and to the extent that any information so furnished in writing by such Holder contains loss, claim, damage or liability arises out of or is based upon any such untrue statement or omits a material fact required omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to GI by an instrument duly executed by the Holders or such underwriter, as the case may be, and specifically stated to be stated therein necessary to make the statements therein not misleading; provided, however, that any such obligation of each Holder to indemnify Motient hereunder shall be limited to the net proceeds to such Holder from the sale of the Acquired Shares pursuant to the Resale Registration Statement for use in the case preparation of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with the Resale Registration Statement any registration statement in which the Holders are a holder of Registrable Securities is participating, each Holder such holder, severally and not jointly, shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify, to the fullest extent permitted by law, shall indemnify Motientthe Parent, its directors, each underwriter (if the underwriter so requires) and their respective officers, employees directors and Affiliatesagents, if any, and each Person Person, if any, who controls Motient (the Parent or such underwriter within the meaning of Section 15 of the Securities Act), against any losses, claims, damages, liabilities, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a 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 in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading, but only to the extent that any such untrue statement is contained in or such omission is from information so concerning a holder 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 misleadingholder expressly for use therein; provided, however, that any such obligation of each Holder to indemnify Motient holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder from the sale holder of the Acquired Shares Registrable Securities sold pursuant to the Resale Registration Statement in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with the Resale Registration Statement in which the Holders are participatingThe Holders, each Holder shall furnish individually ------------------------------ and not jointly, agree to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify Motientand hold harmless GI, its directorsrespective agents, directors and officers, employees and Affiliateseach other person, and each Person if any, who controls Motient (within the meaning of the Securities Act)) GI and each other person (including underwriters) who participates in the offering of such Registrable Securities, against any all losses, claims, damagesdamages and liabilities to which GI, liabilitiesmay become subject under the Securities Act or otherwise, and expenses resulting from insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in any such registration statement, on the Resale Registration Statementeffective date thereof, under which such Registrable Securities were registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein or in any amendment or supplement to any preliminary prospectus forming a part or final prospectus (if used during the period GI is required to keep such registration statement current in any such case), or arise out of or are based upon the Resale Registration Statement or any amendment thereof or supplement thereto or any omission or alleged omission of to state therein 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, therein not misleading, but only if and to the extent that any information so furnished in writing by such Holder contains loss, claim, damage or liability arises out of or is based upon any such untrue statement or omits a material fact required omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to GI by an instrument duly executed by the Holders or such underwriter, as the case may be, and specifically stated to be stated therein necessary to make the statements therein not misleading; provided, however, that any such obligation of each Holder to indemnify Motient hereunder shall be limited to the net proceeds to such Holder from the sale of the Acquired Shares pursuant to the Resale Registration Statement for use in the case preparation of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with the Resale Registration Statement in which the Holders are participating, each Each Holder shall furnish agrees to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify and ------------------------------ hold harmless, to the full extent permitted by law, shall indemnify Motientthe Company, its officers, directors, officersemployees, employees and Affiliatesagents, each Person who participates as an underwriter in an Offering, each officer, director, employee or agent of such an underwriter, and each Person who controls Motient (within the meaning of the Securities Act), ) the Company and such underwriter against any and all losses, claims, damages, liabilities, and expenses, joint or several, including without limitation reasonable legal or other expenses resulting from incurred in connection with investigating or defending against any loss, claim, damage, or liability, or action or proceeding (whether commenced or threatened) in respect thereof, caused by any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement, the prospectus or preliminary prospectus forming a part any of the Resale Registration Statement or any amendment thereof or supplement thereto Offering Documents relating to such Offering or any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is made in reliance on and in conformity with any information so furnished in writing by such a Holder contains such untrue statement or omits a material fact required to be stated therein necessary to make concerning the statements therein not misleading; provided, however, that any such obligation of each Holder to indemnify Motient hereunder shall be limited to the net proceeds Company specifically for inclusion in the Offering Documents relating to such Holder from the sale of the Acquired Shares pursuant to the Resale Registration Statement in the case of the Resale Registration StatementOffering.

Indemnification by the Holders. In connection with the Resale Registration Statement As a condition to including any Registrable Securities of any Person in which the Holders are participatingany registration statement filed pursuant to Article II, 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 andHolder, to the extent permitted by law, shall hereby agrees, severally but not jointly, to indemnify Motientand hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 5.1) the Company, its directorseach director of the Company, officers, employees and Affiliates, each officer of the Company and each Person other Person, if any, who controls Motient (the Company within the meaning of the Securities Act), against with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or prospectus supplement contained therein, or any amendment or supplement thereto, if, and only if, such statement or alleged statement or omission or alleged omission was in fact made in reliance upon and in conformity with information furnished in writing to the Company directly by, or on behalf of, such Person specifically for use therein; provided, however, that the indemnity agreement contained in this Section 5.1(b) shall not apply to amounts paid in settlement of any losses, claims, damages, liabilities, and expenses resulting from any untrue liabilities or alleged untrue statement of material fact contained in actions if such settlement is effected without the Resale Registration Statement, the prospectus or preliminary prospectus forming a part consent of the Resale Registration Statement or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to Holder (which consent shall not be stated therein or necessary to make the statements thereinunreasonably withheld); and provided, 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; providedfurther, however, that any such the obligation of each any Holder to indemnify Motient hereunder shall be limited to an amount equal to the net proceeds to received by such Holder from upon the sale of the Acquired Shares pursuant to the Resale Registration Statement Registrable Securities sold in the case offering covered by such registration, unless such liability arises out of the Resale Registration Statementor is based upon such Holder’s willful misconduct.

Indemnification by the Holders. In connection with the Resale Registration Statement any registration statement in which the Holders are Shareholder is participating, each Holder the Shareholder, severally and not jointly, shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify, to the fullest extent permitted by law, shall indemnify Motientthe Company, its directors, each underwriter (if the underwriter so requires) and their respective officers, employees directors and Affiliatesagents, if any, and each Person Person, if any, who controls Motient (the Company or such underwriter within the meaning of Section 15 of the Securities Act), against any losses, claims, damages, liabilities, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a 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 in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading, but only to the extent that any such untrue statement is contained in or such omission is from information so concerning the Shareholder 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 misleadingShareholder expressly for use therein; provided, however, that any such obligation of each Holder to indemnify Motient the Shareholder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder from the sale of the Acquired Shares Shareholder sold pursuant to such registration statement net of any Selling Expenses incurred by the Resale Registration Statement in the case of the Resale Registration StatementShareholder.

Indemnification by the Holders. In connection with To the Resale Registration Statement extent ------------------------------ set forth in which the Holders are participatingsecond sentence of this Section 2.6(b), each Holder shall furnish shall, if Registrable Securities or other securities held by such Holder are included in the securities as to Motient in writing which such information as Motient reasonably requests for use in connection with any such registration statement registration, qualification or prospectus andcompliance is being effected, to indemnify the extent permitted by lawCompany, shall indemnify Motient, each of its directors, officers, employees and Affiliatesagents, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, each other such Holder, each of such other Holder's officers, directors, employees, agents and partners, and each Person who controls Motient (controlling such Holder within the meaning of Section 15 of the Securities Act), Act against any lossesall expenses, claims, damageslosses, liabilitiesdamages and liabilities (or actions in respect thereof), and expenses resulting from including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement statement) of a material fact made by the Holder and contained in the Resale any such Registration Statement, the prospectus Prospectus, offering circular or preliminary prospectus forming a part of the Resale Registration Statement other document, or any amendment thereof or supplement thereto or incident to any such registration, qualification or compliance or based on any omission (or alleged omission of omission) to state therein a material fact required to be made by the Holder and stated 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 misleading or any such obligation violation by the Company of each Holder to indemnify Motient 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.any rule or regulation promulgated

Indemnification by the Holders. In connection with the Resale any Registration Statement in which the Holders are a Holder is participating, each such Holder shall will furnish to Motient the Company in writing such information as Motient the Company reasonably requests for use in connection with any such registration statement Registration Statement or prospectus andProspectus and will indemnify, to the fullest extent permitted by law, shall indemnify Motientthe Company, its directors, directors and officers, employees agents and Affiliatesemployees, and each Person person who controls Motient the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses arising out of or based upon any losses, claims, damages, liabilities, and expenses resulting from any untrue or alleged untrue statement of a material fact contained in the Resale any Registration Statement, the prospectus Prospectus or preliminary prospectus forming a part or arising out of the Resale Registration Statement or based upon 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, therein not misleading, to the extent, but only to the extent extent, that such untrue statement or omission is contained in 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 Motient hereunder shall be limited to the Company expressly for use in such Registration Statement or Prospectus and was relied upon by the Company in the preparation of such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds (net proceeds to of payment of all expenses) received by such Holder from upon the sale of the Acquired Shares pursuant Registrable Securities giving rise to the Resale Registration Statement in the case of the Resale Registration Statementsuch indemnification obligation.

Indemnification by the Holders. In connection with the Resale Registration Statement in which the Holders are participating, each Each Holder shall furnish agrees to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify, to ------------------------------ the extent permitted by lawlaw (or if indemnification is held by a court of competent jurisdiction to be unavailable, shall indemnify Motientto contribute to the amount paid or payable by), the Company, its directors, officers, employees directors and Affiliates, officers and each Person person or entity who controls Motient the Company (within the meaning of the Securities Act), ) and each person or entity which participates as or may be deemed to be an underwriter in the offering or sale of such securities against any losses, claims, damages, liabilities, liabilities and expenses resulting from (i) 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 (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, (in the case of a prospectus, always in light of the circumstances under which they were the statements are made) or (iii) any violation by the Company of the Securities Act or any state securities law, not misleading"blue sky" law, or any other law, applicable to the Company in connection with such registration, qualification, or compliance, but only to the extent that such loss, claim, damage, liability or expense arises out of or is based upon any untrue statement or omission made in such registration statement or amendment or supplement thereto or any document in reliance upon and in conformity with the written information so furnished in writing to the Company 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 Motient hereunder shall be limited to the net proceeds to such Holder from the sale of the Acquired Shares pursuant to the Resale Registration Statement expressly for use in the case of the Resale Registration Statementregistration statement.

Indemnification by the Holders. In connection with the Resale Registration Statement any registration statement in which the Holders are a holder of Registrable Securities is participating, each Holder such holder, severally and not jointly, shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify, to the fullest extent permitted by law, shall indemnify Motientthe Parent, its directors, each underwriter (if the underwriter so requires) and their respective officers, employees directors and Affiliatesagents, if any, and each Person Person, if any, who controls Motient (the Parent or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), against any losses, claims, damages, liabilities, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a 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 in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading, but only to the extent that any such untrue statement is contained in or such omission is from information so concerning a holder 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 misleadingholder expressly for use therein; providedPROVIDED, howeverHOWEVER, that any such obligation of each Holder to indemnify Motient holder's obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder from the sale holder of the Acquired Shares Registrable Securities sold pursuant to the Resale Registration Statement in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with the Resale Registration Statement any registration statement in which the Holders are a holder of Registrable Securities is participating, each Holder such holder, severally and not jointly, shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify, to the fullest extent permitted by law, shall indemnify Motientthe Company, its directors, each underwriter (if the underwriter so requires) and their respective officers, employees directors and Affiliatesagents, if any, and each Person Person, if any, who controls Motient (the Company or such underwriter within the meaning of section 15 of the Securities Act), against any losses, claims, damages, liabilities, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a 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 in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading, but only to the extent that any such untrue statement is contained in or such omission is from information so concerning a holder 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 misleadingholder expressly for use therein; provided, however, that any such obligation of each Holder to indemnify Motient holder's obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder from the sale holder of the Acquired Shares Registrable Securities sold pursuant to the Resale Registration Statement in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with the Resale Registration Statement in which the Holders are participating, each Each selling Holder shall furnish of Registrable Securities agrees (severally and not jointly) to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify and hold harmless, to the full extent permitted by law, shall indemnify MotientArris, its directors, officers, employees directors and Affiliates, officers and each Person who controls Motient Arris (within the meaning of the Securities Act and the Exchange Act), ) from and against any losses, claims, damages, liabilities, and expenses Losses resulting from any untrue or alleged untrue statement of a material fact contained or any omission of a material fact required to be stated in the Resale Registration Statement, the prospectus or preliminary prospectus forming a part of the Resale 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 omission or alleged omission of a material fact required to be stated therein documents incorporated by reference therein), or necessary to make the statements thereintherein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made, ) not misleading, to the extent, but only to the extent extent, that such untrue statement or omission had been contained in 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 selling Holder to indemnify Motient Arris specifically for inclusion in such Registration Statement. In no event shall the liability of any selling Holder of Registrable Securities hereunder shall be limited to greater in amount than the dollar amount of the net proceeds to received by such Holder from Holder, after deducting underwriting discounts and commissions, but before expenses, under the sale of the Acquired Shares pursuant Registrable Securities giving rise to the Resale Registration Statement in the case of the Resale Registration Statementsuch indemnification obligation.

Indemnification by the Holders. In connection with the Resale Registration Statement in which Each of the Holders will, if Registrable Securities held by it are participatingincluded in the Registration Statement, indemnify the Company, 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, shall indemnify Motient, of its directors, directors and officers, employees and Affiliates, and each Person who controls Motient ("controls" the Company within the meaning of Rule 405 under the Securities Act), against all Claims arising out of or based on any losses, claims, damages, liabilities, and expenses resulting from any untrue actual or alleged untrue statement of a material fact contained in the Resale Registration Statementfact, 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 in order to make the statements thereinstatement 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 or defending any such Claim, in light of each case to the circumstances under which they were made, not misleadingextent, but only to the extent extent, that any information so furnished in writing by such Holder contains such untrue statement (or omits a material fact required alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus, offering memorandum or other document in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be stated therein necessary to make the statements therein not misleadingspecifically for use therein; providedPROVIDED, howeverHOWEVER, that any such obligation the obligations of each Holder to indemnify Motient of the Holders hereunder shall be limited to an amount equal to the net proceeds to received by such Holder from the sale of the Acquired Shares Registrable Securities pursuant to the Resale Registration Statement in the case of the Resale Registration Statement.

Indemnification by the Holders. 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, shall indemnify Motient, its directors, officers, employees and Affiliates, and each Person who controls Motient (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 Motient hereunder shall be limited to the net proceeds to such Holder from the sale of the Acquired Covered Shares pursuant to the Resale Registration Statement in the case of the Resale Registration Statement.

Indemnification by the Holders. In connection with the Resale Registration Statement any registration statement in which the Holders are a holder of Registrable Securities is participating, each Holder such holder, severally and not jointly, shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify, to the fullest extent permitted by law, shall indemnify Motientthe Company, its each underwriter (if the underwriter so requires) and their respective officers, directors, officers, employees and Affiliatesagents, if any, and each Person Person, if any, who controls Motient (the Company or such underwriter within the meaning of Section 15 of the Securities Act), against any losses, claims, damages, liabilities, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a 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 in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein, therein in light of the circumstances under which they were made, made not misleading, but only to the extent that any such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such Holder contains holder expressly for use therein provided; however that 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 Motient holders' obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder from the sale holder of the Acquired Shares Registrable Securities sold pursuant to the Resale Registration Statement in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with Each Holder agrees severally and not jointly to indemnify and hold harmless the Resale Registration Statement in which Company and any underwriter, as the Holders are participatingcase may be, 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, shall indemnify Motient, its and their respective directors, officers, employees agents, partners, trustees, stockholders and Affiliates, and each Person who controls Motient controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), ) against any losses, claims, damages, liabilities, liabilities and expenses resulting from (including reasonable attorneys’ fees, disbursements and expenses, as incurred), incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Resale Registration Statementin, 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 in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements thereintherein (in case of the Prospectus or a preliminary Prospectus, in the light of the circumstances under which they were made, then existing) 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 omission is made in reliance on and in conformity with information furnished in writing to be stated therein necessary to make the statements therein not misleadingCompany by such Holder or its counsel specifically for inclusion therein; provided, however, that any such obligation the liability of each Holder to indemnify Motient hereunder shall be limited to not in any event exceed the net proceeds to (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from the sale of Registrable Securities covered by the Acquired Shares pursuant to the Resale Registration Statement in the case of the Resale applicable Registration Statement.

Indemnification by the Holders. In connection with Each Holder agrees severally and not jointly to indemnify and hold harmless the Resale Registration Statement in which Company and any underwriter, as the Holders are participatingcase may be, 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, shall indemnify Motient, its and their respective directors, officers, employees agents, partners, trustees, stockholders and Affiliates, and each Person who controls Motient controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), ) against any losses, claims, damages, liabilities, liabilities and expenses resulting from (including reasonable attorneys' fees, disbursements and expenses, as incurred), incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Resale Registration Statementin, 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 in, any Registration Statement, any Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements thereintherein (in case of the Prospectus or a preliminary Prospectus, in the light of the circumstances under which they were made, then existing) 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 omission is made in reliance on and in conformity with information furnished in writing to be stated therein necessary to make the statements therein not misleadingCompany by such Holder or its counsel specifically for inclusion therein; provided, however, that any such obligation the liability of each Holder to indemnify Motient hereunder shall be limited to not in any event exceed the net proceeds to (after deduction of underwriting discounts and commissions and offering expenses payable by such Holder) received by such Holder from the sale of Registrable Securities covered by the Acquired Shares pursuant to the Resale Registration Statement in the case of the Resale applicable Registration Statement.

Indemnification by the Holders. In connection with the Resale Registration Statement in which the Holders are any Holder is participating, each such Holder shall furnish to Motient SkyTerra in writing such information as Motient SkyTerra reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, each Holder shall indemnify MotientSkyTerra, its directors, officers, employees and Affiliates, and each Person who controls Motient 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 the obligation of each any Holder to indemnify Motient SkyTerra hereunder shall be limited to the net proceeds to such Holder from the sale of the such Holder’s Acquired Shares pursuant to the Resale Registration Statement in the case of the Resale Registration Statement.

Indemnification by the Holders. In connection with The Company may require, as a condition to including any securities of the Resale Company held by any person or entity in any Registration Statement filed pursuant to Section 2, that the Company shall have received an undertaking reasonably satisfactory to it from such person or entity to indemnify and hold harmless (in which the Holders are participatingsame manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, 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 anddirector of the Company, each officer of the Company, counsel to the extent permitted by lawCompany, shall indemnify Motienteach other person, its directorsif any, officers, employees and Affiliates, and each Person who controls Motient (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"), against with respect to any losses, claims, damages, liabilities, and expenses resulting from any untrue statement 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 from such Registration Statement, any preliminary prospectus, final prospectus or necessary to make the statements summary prospectus contained therein, or any amendment or supplement thereto, if, and only if, such statement or alleged statement or omission or alleged omission was made in light of the circumstances under which they were made, not misleading, but only to the extent that any reliance upon and in conformity with information so furnished in writing to the Company directly by such Holder contains such untrue statement person or omits a material fact required to be stated therein necessary to make the statements therein not misleadingentity specifically for use therein; provided, however, that any such the obligation of each any Holder to indemnify Motient hereunder shall be limited to an amount equal to the net proceeds to received by such Holder from upon the sale of the Acquired Shares pursuant to the Resale Registration Statement Registrable Securities sold in the case of the Resale Registration Statementoffering covered by such registration.

Indemnification by the Holders. In connection with the Resale Registration Statement any registration statement in which the Holders are a holder of Registrable Securities is participating, each Holder such holder, severally and not jointly, shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify, to the fullest extent permitted by law, shall indemnify Motientthe Company, its directors, each underwriter (if the underwriter so requires) and their respective officers, employees directors and Affiliatesagents, if any, and each Person Person, if any, who controls Motient (the Company or such underwriter within the meaning of section 15 of the Securities Act), against any losses, claims, damages, liabilities, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a 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 in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading, but only to the extent that any such untrue statement is contained in or such omission is from information so concerning a holder 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 misleadingholder expressly for use therein; provided, however, that any such obligation of each Holder to indemnify Motient holder's obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder from the sale holder of the Acquired Shares Registrable Securities sold pursuant to the Resale Registration Statement in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with The Company may require, as a condition to including any securities of the Resale Company held by any person or entity in any Registration Statement filed pursuant to Section 2, that the Company shall have received an undertaking reasonably satisfactory to it from such person or entity to indemnify and hold harmless (in which the Holders are participatingsame manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, 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 anddirector of the Company, each officer of the Company, counsel to the extent permitted by lawCompany, shall indemnify Motienteach other person, its directorsif any, officers, employees and Affiliates, and each Person who controls Motient (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"), against with respect to any losses, claims, damages, liabilities, and expenses resulting from any untrue statement 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 from such Registration Statement, any preliminary prospectus, final prospectus or necessary to make the statements summary prospectus contained therein, or any amendment or supplement thereto, if, and only if, such statement or alleged statement or omission or alleged omission was made in light of the circumstances under which they were made, not misleading, but only to the extent that any reliance upon and in conformity with information so furnished in writing to the Company directly by such Holder contains such untrue statement person or omits a material fact required to be stated therein necessary to make the statements therein not misleadingentity specifically for use therein; provided, however, that any such the obligation of each any Holder to indemnify Motient hereunder shall be limited to an amount equal to the net proceeds to received by such Holder from upon the sale of the Acquired Shares pursuant to the Resale Registration Statement Registrable Securities sold in the case of the Resale Registration Statementoffering covered by such registration.

Indemnification by the Holders. In connection with the Resale Registration Statement any registration statement in which the Holders are a Holder is participating, each such Holder shall will furnish to Motient the Company in writing such information with respect to such Holder as Motient the Company reasonably requests for use in connection with any such registration statement or prospectus and, covering the Registrable Shares of such Holder and to the extent permitted by law, shall law agrees to indemnify Motientand hold harmless the Company, its directors, officers, employees officers and Affiliates, agents and each Person who controls Motient (within the meaning of the Securities Act)1933 Act or the ▇▇▇▇ ▇▇▇) the Company and any other Holder, against any losses, claims, damages, liabilities, liabilities and expenses resulting from arising out of or based upon any untrue or alleged untrue statement of a 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 to state a material fact required to be stated therein or necessary to make the statements thereinin the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made, ) not misleading, to the extent, but only to the extent extent, that any such untrue statement or omission is made in reliance on and in conformity with the written information or signed affidavit with respect to such Holder so furnished in writing by such Holder contains such untrue expressly for use in the registration statement or omits a material fact required to be stated therein necessary to make the statements therein not misleadingprospectus; provided, however, that any the obligation to indemnify shall be several, not joint and several, among such obligation Holders and the liability of each such Holder to indemnify Motient hereunder shall be in proportion to and limited to the net proceeds to amount received by such Holder from the sale of the Acquired Registrable Shares pursuant to a registration statement in accordance with the Resale Registration Statement in the case terms of the Resale Registration Statementthis Agreement.

Indemnification by the Holders. 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 To the extent permitted by law, the Holders shall indemnify Motientthe Company, each of its directors, directors and officers, employees and Affiliates, and each Person who controls Motient (the Company within the meaning of Section 15 of the Securities ActAct (“Company Indemnitees”), against any all claims, losses, claimsdamages and liabilities (and all Proceedings in respect thereof), damagesincluding any of the foregoing incurred in settlement of any Proceeding, liabilitiescommenced or threatened (subject to Section 2.6(c) below), and expenses resulting from arising out of or based on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Resale Registration StatementStatements, the prospectus or preliminary prospectus forming a part of the Resale Registration Statement prospectuses, or any amendment thereof amendments or supplement thereto supplements thereof, or based on any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in the light of the circumstances under in which they were made, not misleadingand will reimburse the Company Indemnitees for reasonable legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or Proceeding, as such expenses are incurred, in each case to the extent, but only to the extent extent, that any 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 Motient hereunder shall be limited omission or allegation thereof is made in reasonable reliance upon and in conformity with written information furnished to the net proceeds to such Holder from the sale Company by or on behalf of the Acquired Shares pursuant to the Resale Registration Statement Holders for use in the case preparation of the Resale Registration StatementStatements, prospectuses, amendments or supplements.

Indemnification by the Holders. In connection with the Resale Registration Statement If any Registrable Securities are ------------------------------ included in which any registration statement, the Holders are participatingof such Registrable Securities so registered shall, each Holder shall furnish to Motient and hereby do, severally and not jointly, indemnify and hold harmless (in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus and, the same manner and to the same extent permitted by law, shall indemnify Motient, its directors, officers, employees and Affiliatesas set forth in section 5.1 above) the Company, and each Person director and officer of the Company, and each other Person, if any, who controls Motient (the Company within the meaning of the Securities Act), against any with respect to all losses, claims, damages, liabilitiesexpenses or liabilities ("Losses") to which the Company or such control person becomes subject under the Securities Act, and expenses resulting from insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statementsuch registration statement, the any preliminary prospectus, final prospectus or preliminary summary prospectus forming a part of the Resale Registration Statement contained therein, or any amendment thereof or supplement thereto thereto, or any an omission or alleged omission of to state therein 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, therein not misleading, but only if such 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 extent that any information so furnished in writing Company by such Holder contains for use in the preparation of such untrue statement registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or omits a material fact required to be stated therein necessary to make the statements therein not misleading; supplement, provided, however, that no Holder shall have any such obligation liability under this section 6.2 for any amount in excess of each Holder to indemnify Motient hereunder shall be limited to the net proceeds to actually received by such Holder from the sale of the Acquired Shares pursuant to the Resale Registration Statement Registrable Securities included in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with the Resale Registration Statement any registration statement in which the Holders are a holder of Registrable Securities is participating, each Holder such holder, severally and not jointly, shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify, to the fullest extent permitted by law, shall indemnify Motientthe Company, its directors, each underwriter (if the underwriter so requires) and their respective officers, employees directors and Affiliatesagents, if any, and each Person Person, if any, who controls Motient (the Company or such underwriter within the meaning of section 15 of the Securities Act), against any losses, claims, damages, liabilities, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a 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 in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading, but only to the extent that any such untrue statement is contained in or such omission is from information so concerning a holder 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 misleadingholder expressly for use therein; providedPROVIDED, howeverHOWEVER, that any such obligation of each Holder to indemnify Motient holder's obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder from the sale holder of the Acquired Shares Registrable Securities sold pursuant to the Resale Registration Statement in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with the Resale Registration Statement any registration statement in which the Holders are a holder of Registrable Securities is participating, each Holder such holder, severally and not jointly, shall furnish to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify, to the fullest extent permitted by law, shall indemnify MotientWRC, its directors, each underwriter (if the underwriter so requires) and their respective officers, employees directors and Affiliatesagents, if any, and each Person Person, if any, who controls Motient (WRC or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), against any losses, claims, damages, liabilities, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a 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 in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading, but only to the extent that any such untrue statement is contained in or such omission is from information so concerning a holder 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 misleadingholder expressly for use therein; provided, however, that any such obligation of each Holder to indemnify Motient holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder from the sale holder of the Acquired Shares Registrable Securities sold pursuant to the Resale Registration Statement in the case of the Resale Registration Statementsuch registration statement.

Indemnification by the Holders. In connection with the Resale Registration Statement in which the Holders are participating, each Each selling Holder shall furnish agrees (severally and not jointly) to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify and hold harmless, to the full extent permitted by law, shall indemnify Motientthe Issuer, its directors, officers, employees directors and Affiliates, officers and each Person who controls Motient the Issuer (within the meaning of the Securities Act and the Exchange Act), ) from and against any losses, claims, damages, liabilities, and expenses Losses resulting from any untrue statement or alleged untrue statement of a 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 in the 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), or necessary to make the statements thereintherein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made, ) not misleading, to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission had been contained in 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 selling Holder to indemnify Motient hereunder the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be limited in addition to the net proceeds to any liability such Holder from the sale of the Acquired Shares pursuant to the Resale Registration Statement in the case of the Resale Registration Statementmay otherwise have.

Indemnification by the Holders. In connection with Each of the Resale Holders, severally and not jointly, will, if Registrable Securities held by it are included in the securities as to which such Registration Statement in which is being effected, indemnify the Holders are participatingCompany, 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, shall indemnify Motient, of its directors, directors and officers, employees and Affiliates, and each Person who controls Motient (within the meaning of the Securities Act)Company, against any losses, claims, damages, liabilities, and expenses resulting from all Claims arising out of or based on any untrue statement (or alleged untrue statement statement) of a 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 prospectus, offering circular or supplement thereto other document made by or on behalf of such Holder, or any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements by or on behalf of such Holder therein, in light of the circumstances under in which they were made, 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, but only to the extent extent, that any information so furnished in writing by such Holder contains such untrue statement (or omits a material fact required alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement or any prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be stated therein necessary to make the statements therein not misleadingspecifically for use therein; provided, however, that any such obligation the obligations of each Holder to indemnify Motient of the Holders hereunder shall be limited to an amount equal 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 Statementsecurities sold as contemplated herein.

Indemnification by the Holders. In connection with 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 Resale Registration Statement Company shall have received an undertaking reasonably satisfactory to it from such person or entity to indemnify and hold harmless (in which the Holders are participatingsame manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, 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 anddirector of the Company, to each officer of the extent permitted by law, shall indemnify Motient, its directors, officers, employees and Affiliates, Company and each Person other person, if any, who controls Motient (the Company within the meaning of the Securities Act), against with respect to any losses, claims, damages, liabilities, and expenses resulting from any untrue statement 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 from such registration statement, any preliminary prospectus, final prospectus or necessary to make the statements summary prospectus contained therein, or any amendment or supplement thereto, if, and only if, such statement or alleged statement or omission or alleged omission was made in light of the circumstances under which they were made, not misleading, but only to the extent that any reliance upon and in conformity with information so furnished in writing to the Company directly by such Holder contains such untrue statement person or omits a material fact required to be stated therein necessary to make the statements therein not misleadingentity specifically for use therein; provided, however, that any such the obligation of each any Holder to indemnify Motient hereunder shall be limited to an amount equal to the net proceeds to received by such Holder from upon the sale of the Acquired Shares pursuant to the Resale Registration Statement Registrable Securities sold in the case offering covered by such registration; provided further, however, that the liability of such Holder shall not be limited in the event that any loss or claim arises from the fraudulent misrepresentations of the Resale Registration StatementHolder.

Indemnification by the Holders. In connection with Each Holder severally agrees, as a consequence of and upon the Resale inclusion of any of its Registrable Securities in a Registration Statement in which facilitates 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 anddisposition of Registrable Securities, to indemnify and hold harmless the extent permitted by law, shall indemnify MotientCompany, its directors, officers, employees and Affiliates, its officers and each Person person, if any, who controls Motient (the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), against any losses, claims, damagesdamages or liabilities to which the Company or such other persons may become subject, liabilitiesunder the Securities Act or otherwise, and expenses resulting from any insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement, the prospectus or preliminary prospectus forming a part of the Resale such Registration Statement or any amendment thereof Prospectus or supplement thereto arise out of or any are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein, therein (in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, in each case to the extent, but only to the extent extent, that any information so furnished in writing by such Holder contains such untrue statement or omits a material fact required alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to be stated therein necessary to make the statements therein not misleadingCompany by such Holder expressly for use therein; provided, however, that such Holder shall not be liable under this Section 6(b) for any such obligation amount in excess of each Holder to indemnify Motient hereunder shall be limited to the net gross proceeds paid to such Holder from the sale in respect of the Acquired Shares pursuant to the Resale Registration Statement in the case of the Resale Registration Statementshares sold by it.

Indemnification by the Holders. In connection with the Resale Registration Statement in which the The Holders are participatingof Registrable Securities agree, each Holder shall furnish jointly and severally, to Motient in writing such information as Motient reasonably requests for use in connection with any such registration statement or prospectus andindemnify and hold harmless, to the fullest extent permitted by law, shall indemnify Motientthe Company, its directors, officers, employees directors and Affiliates, officers and each Person who controls Motient the Company (within the meaning of the Securities Act or the Exchange Act), ) from and against any losses, claims, damages, liabilities, and expenses Losses resulting from (i) any untrue or alleged untrue statement of a material fact contained in the Resale Registration Statement, the prospectus or preliminary prospectus forming a part of the Resale any Registration Statement under which such Registrable Securities were registered or sold 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) or (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made, ) not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or omission is contained in any information so furnished in writing by such either Holder contains such untrue statement (or omits a material fact required an advisor to be stated therein necessary to make the statements therein not misleading; provided, however, that any such obligation of each Holder to indemnify Motient hereunder shall be limited either Holder) to the net proceeds Company specifically for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to such Holder from or concurrently with the sale of the Acquired Shares pursuant Registrable Securities to the Resale Registration Statement in Person asserting the case of the Resale Registration Statementclaim.

Indemnification by the Holders. In connection with the Resale Registration Statement in which the Holders are participatingEach holder agrees, 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 andseverally and not jointly, to (i) indemnify and hold harmless the extent permitted by law, shall indemnify Motient, its directors, officers, employees Company and Affiliates, and each Person who controls Motient (within the meaning of the Securities Act), all other Holders Indemnitees against any losses, claims, damagesdamages or liabilities to which the Company or such other persons may become subject, liabilitiesunder the Securities Act or otherwise, and expenses resulting from any insofar as such losses, claims, damages or liabilities (or actions in respect thereof) 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 preliminary, final or free writing prospectus contained therein or furnished by the Resale Registration StatementCompany to any such holder, the prospectus or preliminary prospectus forming a part of the Resale Registration Statement or any amendment thereof or supplement thereto thereto, or any arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of each case to the circumstances under which they were made, not misleadingextent, but only to the extent extent, that any information so furnished in writing by such Holder contains such untrue statement or omits a material fact required alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to be stated therein necessary to make the statements therein not misleadingCompany by such holder expressly for use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that any no such obligation of each Holder to indemnify Motient hereunder holder shall be limited required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the net proceeds to be received by such Holder holder from the sale of the Acquired Shares such holder’s Registrable Securities pursuant to the Resale Registration Statement in the case of the Resale Registration Statementsuch registration.