Earthlink 2000 Annual Report Download - page 120

governmental agency or court, (iii) the conditions to the closing of any such registration that is underwritten are not satisfied, unless such
conditions have not been satisfied by the Holders participating in the underwriting, or
(iv) the Company has not complied with the terms of this Agreement, including Article 5.
ARTICLE 9.
INDEMNIFICATION AND CONTRIBUTION
Section 9.1. In the event any Registrable Securities are included in a Registration Statement pursuant to this Agreement, the Company will
indemnify and hold harmless each Holder, each Person, if any, who "controls" such Holder (within the meaning of the Securities Act or the
Exchange Act) and their respective directors, officers, employees and agents against all losses, claims, damages, or liabilities, joint or several,
or actions in respect thereof to which such Holder or other Person entitled to indemnification hereunder may become subject under the
Securities Act, the Exchange Act, state securities or blue sky law, common law or otherwise, insofar as such losses, claims, damages, liabilities
or actions in respect thereof arise out of, or are based upon, any untrue statement or alleged untrue statement of any material fact contained in
such Registration Statement, any related preliminary prospectus, or any related prospectus or any amendment or supplement thereto, offering
circular or other document (including any related notification or the like) incident to any such registration, qualification or compliance, or arise
out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, or any violation by the Company of the Securities Act, the Exchange Act, state securities or blue sky law,
common law or otherwise and relating to action or inaction required of the Company in connection with any such registration, qualification or
compliance, and the Company will reimburse each such Holder or other Person entitled to indemnification hereunder for any legal or other
expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED,
however, that the Company will not be so liable to the extent that any such loss, claim, damage, liability or action arises out of, or is based
upon, an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such
Registration Statement, such preliminary prospectus, or such prospectus, or any such amendment or supplement thereto, offering circular or
other document (including any related notification or the like) incident to any registration, qualification or compliance, in reliance upon, and in
conformity with, written information furnished to the Company by the Holder specifically for use therein. The Company will also indemnify
underwriters and dealer managers participating in the distribution, each Person who "controls" such Persons (within the meaning of the
Securities Act or the Exchange Act), and their respective officers, directors, employees and agents to the same extent as provided above with
respect to the indemnification of the Holders, if so requested, except (i) with respect to information furnished in writing specifically for use in
any prospectus or Registration Statement by any selling Holders or any such underwriters, or
(ii) to the extent that any such loss, claim, damage, liability or action is solely attributable to such underwriter's failure to deliver a final
prospectus (or amendment or supplement thereto) that corrects a material misstatement or omission contained in the preliminary prospectus (or
final prospectus).
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