Reference is made
to (i) the Underwriting Agreement being entered into
simultaneously herewith (the “Underwriting Agreement”),
among West Corporation, a Delaware corporation (the
“Company”), Gary L. West and Mary E. West (the
“Selling Stockholders”) and the Underwriters named on
Schedule I thereto and (ii) the Registration Rights
Agreement, dated November 25, 1996 (the “Registration
Rights Agreement”), among the Company, the Selling
Stockholders and the other stockholders named therein. Capitalized
terms used but not defined herein shall have the meanings ascribed
to them in the Underwriting Agreement.
1. (a) The
Company will indemnify and hold harmless each Selling Stockholder
against any losses, claims, damages or liabilities, joint or
several, to which such Selling Stockholder may become subject,
under the Act or otherwise, 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 any Preliminary Prospectus Supplement,
Prospectus Supplement, the Registration Statement or the
Prospectus, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse each
Selling Stockholder for any legal or other expenses reasonably
incurred by such Selling Stockholder in connection with
investigating or defending any such action or claim as such
expenses are incurred; provided , however , that the
Company shall not be liable in any such case to the extent that any
such loss, claim, damage or liability (or action in respect
thereof) arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in
any Preliminary Prospectus Supplement, Prospectus Supplement, the
Registration Statement or the Prospectus or any such amendment or
supplement in reliance upon and in conformity with written
information furnished to the Company by such Selling Stockholder or
by any Underwriter through Goldman, Sachs & Co. expressly for
use in preparation thereof.
(b) The
Selling Stockholders, jointly and severally, will indemnify and
hold harmless the Company against any losses, claims, damages or
liabilities, joint or several, to which the Company may become
subject, under the Act or otherwise, with respect to any untrue
statement or alleged untrue statement of a material fact contained
in any Preliminary Prospectus Supplement, Prospectus Supplement,
the Registration Statement or the Prospectus, or any amendment or
supplement thereto, or with respect to any omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,
in each case if such untrue statement or alleged untrue statement
or omission or alleged omission was made in any Preliminary
Prospectus Supplement, Prospectus Supplement, the Registration
Statement or the Prospectus or any such amendment or supplement in
reliance upon and in conformity with written information furnished
to the Company by the Selling
Stockholders
expressly for use therein; and will 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 the Selling Stockholders shall not be liable in any such case
to the extent that any such loss, claim, damage or liability (or
action in respect thereof) arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged
omission made in any Preliminary Prospectus Supplement, Prospectus
Supplement, the Registration Statement or the Prospectus or any
such amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by any
Underwriter through Goldman, Sachs & Co. expressly for use
therein.
(c) Promptly
after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party under such subsection, notify
the indemnifying party in writing of the commencement thereof; but
the omission so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party
otherwise than under such subsection (except to the extent that the
indemnifying party is materially prejudiced thereby). In case any
such action shall be brought against any indemnified party, the
indemnifying party shall be entitled to participate therein and, to
the extent that it shall wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from t
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