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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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supplemented) and (ii) the omission or alleged omission to state in any
Preliminary Offering Memorandum or the Offering Memorandum (in each case as
amended or supplemented) any material fact required to be stated therein or
necessary to make the statements therein not misleading; and shall reimburse the
Initial Purchasers and each such officer, employee or controlling person
promptly upon demand with reasonable documentation for any legal or other
expenses reasonably incurred by the Initial Purchasers, officer, employee or
controlling person in connection with investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Issuers shall not be liable
in any such case to the extent that any such loss, claim, damage, liability or
expense arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission in the Preliminary Offering
Memorandum, if such untrue statement or alleged untrue statement or omission or
alleged omission is corrected in all material respects in the Offering
Memorandum or an amendment or supplement to the Offering Memorandum, as
applicable, and the Initial Purchasers thereafter fails to deliver such Offering
Memorandum as so amended or supplemented, as applicable, prior to or
concurrently with the sale of the Initial Notes to the person asserting such
loss, claim, damage, liability or expense after the Issuers had furnished such
Initial Purchaser with a sufficient number of copies of the same; provided,
further, that the Issuers shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or action arises out of, or is
based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Offering Memorandum or the Offering
Memorandum (in each case as amended or supplemented) in reliance upon and in
conformity with written information provided by the Initial Purchasers
specifically for inclusion therein. The foregoing indemnity agreement is in
addition to any liability which the Issuers and their subsidiaries may otherwise
have to the Initial Purchasers or to any officer, employee or controlling person
of the Initial Purchasers.

          (b) The Initial Purchasers shall indemnify and hold harmless the
Issuers, their respective directors, managers, officers, employees or agents,
and each person, if any, who controls the Issuers within the meaning of the
Securities Act, from and against any loss, claim, damage, liability, expense or
any action in respect thereof, to which the Issuers or any such director,
officer or controlling person may become subject, under the Securities Act or
otherwise, insofar as such loss, claim, damage, liability, expense or action
arises out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Offering Memorandum or
the Offering Memorandum (in each case as amended or supplemented) or (ii) the
omission or alleged omission to state in any Preliminary Offering Memorandum or
the Offering Memorandum (in each case as amended or supplemented) any material
fact required to be stated therein or necessary to make the statements therein
not misleading, but in each case only to the extent that the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information concerning the Initial
Purchasers furnished to the Issuers by or on behalf of the Initial Purchasers
specifically for inclusion therein, and shall reimburse the Issuers and any such
director, manager, officer, employee, agent or controlling person for any legal
or other expenses reasonably incurred by the Issuers or any such director,
manager, officer, employee, agent or controlling person in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability, expense or action as