Indemnification Relating to Registration. (a) Chyron shall, and hereby does, indemnify, to the extent permitted by law, each Seller (for the purposes of this section, a "Registration Indemnified Person")) from and against all losses, claims, damages, liabilities and expenses, joint or several, to which such Registration Indemnified Person may become subject under the Securities Act, the Exchange Act and all rules and regulations under each such Act, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement as contemplated hereby or 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, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented by Chyron), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) any violation by Chyron of any federal, state or common law rule or regulation applicable to Chyron and relating to action of or inaction by Chyron in connection with any such registration including the failure to deliver any document required herein to be delivered, to a Seller or to the SEC; and in each such case, Chyron shall reimburse each such Registration Indemnified Person for any reasonable legal or 45 other expenses incurred by him, her or it in connection with investigating or defending any such loss, claim, damage, liability, expense, action or proceeding; provided, however, that Chyron shall not be liable to a Registration Indemnified Person insofar as such losses, claims, damages, liabilities, expenses, actions or proceedings are caused by any untrue statement or alleged untrue statement or material omission to provide information pursuant to Section 7.18(b) made in reliance on or in conformity with any information furnished to Chyron by or on behalf of such Registration Indemnified Person to be furnished under the Section 7.18(d) or as a result of the failure of such Registration Indemnified Person to furnish a prospectus to a purchaser. (b) Each Seller participating in a Registration Statement shall furnish to Chyron in writing such information as shall be reasonably requested by Chyron for use in any such Registration Statement or prospectus and shall indemnify, to the extent permitted by law, Chyron, its officers and directors and each Person, if any, who controls Chyron within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities, expenses, actions or proceedings resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact with respect to information expressly requested by Chyron and required to be stated in the Registration Statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto, or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission with respect to information expressly requested by Chyron is made in reliance on or in conformity with any information so furnished in writing or to be furnished under this Section 7.18(b) by such participating holder of Registrable Securities expressly for use therein. (c) A Person entitled to indemnification under the provisions of this Section 7.18 shall (i) give prompt notice to the indemnifying person of any claim with respect to which it seeks indemnification, and (ii) unless in the reasonable judgment of counsel for such Registration Indemnified Person a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, permit such indemnifying person to assume the defense of such claim, with counsel reasonably satisfactory to the Registration Indemnified Person. If such defense is so assumed, such indemnifying person shall not enter into any settlement without the consent of the Registration Indemnified Person if such settlement attributes liability to the Registration Indemnified Person and such indemnifying person shall not be subject to any liability for any settlement made without its consent. In the event an indemnifying person shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying person shall not be obligated to pay the fees and expenses of more than one law firm for all Registration Indemnified Persons in respect of such claim. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Registration Indemnified Person and shall survive the transfer of a Registration Indemnified Person's Stock Sale Consideration. (d) If for any reason the foregoing indemnity is unavailable, then the indemnifying person shall contribute to the amount paid or payable by the Registration Indemnified Person as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying person and the Registration Indemnified Person as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute 46 any amount in excess of the amount such Person would have been required to pay to a Registration Indemnified Person if the indemnity under Section 7.18 was available. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (e) An indemnifying person shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 7.18 to or for the account of a Registration Indemnified Person from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due and payable. 8. Conditions to the Closing. 8.1
Appears in 1 contract
Samples: Stock Purchase Agreement
Indemnification Relating to Registration. (ai) Chyron shallTel-Com will indemnify and hold harmless the Sellers, the directors and officers of the Sellers, if any, and hereby doeseach person, indemnifyif any, to who controls the extent permitted by law, Sellers within the meaning of the Securities Act or the Exchange Act (each Seller (for the purposes of this section, a "Registration Seller Indemnified PersonParty" and collectively, the "Seller Indemnified Parties")) from and , against all any losses, claims, damages, expenses or liabilities and expenses, (joint or several, ) to which such Registration Indemnified Person any of them may become subject under the Securities Act, the Exchange Act and all rules and regulations under each such Act, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (icollectively, a "Violation"): (A) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, including any Registration Statement as contemplated hereby preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (B) the omission or alleged omission to state therein a material fact information required to be stated therein therein, or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented by Chyron), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, misleading or (iiiC) any violation or alleged violation by Chyron Tel-Com of the Securities Act, the Exchange Act or any federal, state securities or common law rule or regulation applicable to Chyron and relating to action of or inaction by Chyron in connection with any such registration including the failure to deliver any document required herein to be delivered, to a Seller or to the SECBlue Sky law; and in each such case, Chyron shall Tel-Com will reimburse each Seller Indemnified Party, promptly as such Registration Indemnified Person expenses are incurred, for any reasonable legal or 45 other expenses reasonably incurred by him, her or it any of them in connection with investigating or defending any such loss, claim, damage, liability, expense, action or proceeding; provided, however, that Chyron the indemnity agreement contained in this section shall not be liable apply to a Registration Indemnified Person insofar as such losses, claims, damages, liabilities, expenses, actions or proceedings are caused by any untrue statement or alleged untrue statement or material omission to provide information pursuant to Section 7.18(b) made amounts paid in reliance on or in conformity with any information furnished to Chyron by or on behalf settlement of such Registration Indemnified Person to be furnished under the Section 7.18(d) or as a result of the failure of such Registration Indemnified Person to furnish a prospectus to a purchaser. (b) Each Seller participating in a Registration Statement shall furnish to Chyron in writing such information as shall be reasonably requested by Chyron for use in any such Registration Statement or prospectus and shall indemnifyloss, to the extent permitted by law, Chyron, its officers and directors and each Person, if any, who controls Chyron within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities, expenses, actions or proceedings resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact with respect to information expressly requested by Chyron and required to be stated in the Registration Statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto, or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission with respect to information expressly requested by Chyron is made in reliance on or in conformity with any information so furnished in writing or to be furnished under this Section 7.18(b) by such participating holder of Registrable Securities expressly for use therein. (c) A Person entitled to indemnification under the provisions of this Section 7.18 shall (i) give prompt notice to the indemnifying person of any claim with respect to which it seeks indemnification, and (ii) unless in the reasonable judgment of counsel for such Registration Indemnified Person a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, permit damage, expense, liability, action or proceeding if such indemnifying person to assume the defense of such claim, with counsel reasonably satisfactory to the Registration Indemnified Person. If such defense settlement is so assumed, such indemnifying person shall not enter into any settlement effected without the consent of the Registration Indemnified Person if such settlement attributes liability to the Registration Indemnified Person and such indemnifying person Tel-Com, which consent shall not be subject to any liability for any settlement made without its consent. In the event an indemnifying person shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying person shall not be obligated to pay the fees and expenses of more than one law firm for all Registration Indemnified Persons in respect of such claim. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Registration Indemnified Person and shall survive the transfer of a Registration Indemnified Person's Stock Sale Consideration. (d) If for any reason the foregoing indemnity is unavailable, then the indemnifying person shall contribute to the amount paid or payable by the Registration Indemnified Person as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying person and the Registration Indemnified Person as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute 46 any amount in excess of the amount such Person would have been required to pay to a Registration Indemnified Person if the indemnity under Section 7.18 was available. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (e) An indemnifying person shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 7.18 to or for the account of a Registration Indemnified Person from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due and payable. 8. Conditions to the Closing. 8.1unreasonably withheld.
Appears in 1 contract
Indemnification Relating to Registration. (a) Chyron shall, and hereby does, indemnify, to the extent permitted by law, each Seller (for the purposes of this section, a "Registration Indemnified Person")) from and against all losses, claims, damages, liabilities and expenses, joint or several, to which such Registration Indemnified Person may become subject under the Securities Act, the Exchange Act and all rules and regulations under each such Act, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement as contemplated hereby or 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, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented by Chyron), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) any violation by Chyron of any federal, state or common law rule or regulation applicable to Chyron and relating to action of or inaction by Chyron in connection with any such registration including the failure to deliver any document required herein to be delivered, to a Seller or to the SEC; and in each such case, Chyron shall reimburse each such Registration Indemnified Person for any reasonable legal or 45 other expenses incurred by him, her or it in connection with investigating or defending any such loss, claim, damage, liability, expense, action or proceeding; provided, however, that Chyron shall not be liable to a Registration Indemnified Person insofar as such losses, claims, damages, liabilities, expenses, actions or proceedings are caused by any untrue statement or alleged untrue statement or material omission to provide information pursuant to Section 7.18(b) made in reliance on or in conformity with any information furnished to Chyron by or on behalf of such Registration Indemnified Person to be furnished under the Section 7.18(d) or as a result of the failure of such Registration Indemnified Person to furnish a prospectus to a purchaser. (b) Each Seller participating in a Registration Statement shall furnish to Chyron in writing such information as shall be reasonably requested by Chyron for use in any such Registration Statement or prospectus and shall indemnify, to the extent permitted by law, Chyron, its officers and directors and each Person, if any, who controls Chyron within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities, expenses, actions or proceedings resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact with respect to information expressly requested by Chyron and required to be stated in the Registration Statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto, or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission with respect to information expressly requested by Chyron is made in reliance on or in conformity with any information so furnished in writing or to be furnished under this Section 7.18(b) by such participating holder of Registrable Securities expressly for use therein. (c) A Person entitled to indemnification under the provisions of this Section 7.18 shall (i) give prompt notice to the indemnifying person of any claim with respect to which it seeks indemnification, and (ii) unless in the reasonable judgment of counsel for such Registration Indemnified Person a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, permit such indemnifying person to assume the defense of such claim, with counsel reasonably satisfactory to the Registration Indemnified Person. If such defense is so assumed, such indemnifying person shall not enter into any settlement without the consent of the Registration Indemnified Person if such settlement attributes liability to the Registration Indemnified Person and such indemnifying person shall not be subject to any liability for any settlement made without its consent. In the event an indemnifying person shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying person shall not be obligated to pay the fees and expenses of more than one law firm for all Registration Indemnified Persons in respect of such claim. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Registration Indemnified Person and shall survive the transfer of a Registration Indemnified Person's Stock Sale Consideration. (d) If for any reason the foregoing indemnity is unavailable, then the indemnifying person shall contribute to the amount paid or payable by the Registration Indemnified Person as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying person and the Registration Indemnified Person as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute 46 any amount in excess of the amount such Person would have been required to pay to a Registration Indemnified Person if the indemnity under Section 7.18 was available. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (e) An indemnifying person shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 7.18 to or for the account of a Registration Indemnified Person from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due and payable. 8. Conditions to the Closing. 8.1.
Appears in 1 contract
Indemnification Relating to Registration. (a) Chyron shallThe Company hereby agrees to indemnify each holder of the Registrable Securities, each partner of such holder, each officer and director of such holder, and hereby doeseach person, indemnifyif any, to who controls any such holder within the extent permitted by law, each Seller (for the purposes meaning of this section, a "Registration Indemnified Person")) from and applicable federal or state securities laws against all claims, losses, claims, damages, liabilities and expensesexpenses (collectively, joint or several, to which such Registration Indemnified Person may become subject "Claims") under the Securities Actapplicable federal or state securities laws, the Exchange Act and all rules and regulations under each such Act, at or common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise otherwise arising out of or are based upon relating to (ia) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement registration statement, prospectus, offering circular or other document relating thereto (each as contemplated hereby amended or supplemented) or any preliminary prospectus, except insofar as such Claims are caused solely by any untrue statement or omission contained in information furnished in writing to the Company by such holder expressly for use therein, (b) 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, (ii) any untrue statement complete or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented by Chyron), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iiic) any violation by Chyron the Company of the 1933 Act or any federalother securities law, state or common law any rule or regulation promulgated thereunder. If the offering pursuant to any registration statement provided for under this Article IX is made through underwriters, the Company agrees to indemnify such underwriters and each person who controls such underwriters within the meaning of the applicable federal or state securities laws to Chyron and relating the same extent as hereinabove provided with respect to action the indemnification of or inaction by Chyron in the holders of the Registrable Securities. In connection with any registration statement in which a holder of the Registrable Securities is participating, and as a condition to the obligation of the Company to cause any Registrable Securities of such registration including the failure to deliver any document required herein holder to be deliveredincluded in a registration statement pursuant to this Article IX, to a Seller or such holder will furnish to the SEC; and in each such case, Chyron shall reimburse each such Registration Indemnified Person for any reasonable legal or 45 other expenses incurred by him, her or it in connection with investigating or defending any such loss, claim, damage, liability, expense, action or proceeding; provided, however, that Chyron shall not be liable to a Registration Indemnified Person insofar as such losses, claims, damages, liabilities, expenses, actions or proceedings are caused by any untrue statement or alleged untrue statement or material omission to provide information pursuant to Section 7.18(b) made in reliance on or in conformity with any information furnished to Chyron by or on behalf of such Registration Indemnified Person to be furnished under the Section 7.18(d) or as a result of the failure of such Registration Indemnified Person to furnish a prospectus to a purchaser. (b) Each Seller participating in a Registration Statement shall furnish to Chyron Company in writing such information as shall reasonably be reasonably requested by Chyron the Company for use in any such Registration Statement registration statement or prospectus and shall indemnify, to will indemnify the extent permitted by law, ChyronCompany, its officers and directors and officers, each Personperson, if any, who controls Chyron the Company within the meaning of Section 15 the applicable federal and state securities laws, the underwriters engaged in any offering covered by this Article IX and each person who controls such underwriters within the meaning of the Securities Actapplicable federal and state securities laws, against any losses, claims, damages, liabilities, expenses, actions or proceedings Claims resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact with respect to information expressly requested by Chyron and required to be stated in the Registration Statement registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto, or and necessary to make the statements therein complete or not misleading, but only to the extent that such untrue statement or omission with respect to information expressly requested by Chyron is made contained in reliance on or in conformity with any information so furnished in writing or to be furnished under this Section 7.18(b) by such participating holder of Registrable Securities expressly for use therein. (c) A Person entitled If the indemnification provided for above from an indemnifying party is unavailable to indemnification under the provisions of this Section 7.18 shall (i) give prompt notice to the indemnifying person of any claim with respect to which it seeks indemnification, and (ii) unless in the reasonable judgment of counsel for such Registration Indemnified Person a conflict of interest between such an indemnified and indemnifying parties may exist party in respect of such claim, permit such indemnifying person to assume the defense of such claim, with counsel reasonably satisfactory to the Registration Indemnified Person. If such defense is so assumed, such indemnifying person shall not enter into any settlement without the consent of the Registration Indemnified Person if such settlement attributes liability to the Registration Indemnified Person and such indemnifying person shall not be subject to any liability for any settlement made without its consent. In the event an indemnifying person shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying person shall not be obligated to pay the fees and expenses of more than one law firm for all Registration Indemnified Persons in respect of such claim. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Registration Indemnified Person and shall survive the transfer of a Registration Indemnified Person's Stock Sale Consideration. (d) If for any reason the foregoing indemnity is unavailableClaims, then the indemnifying person party shall contribute to the amount paid or payable by the Registration Indemnified Person such indemnified party as a result of such losses, claims, damages, liabilities or expenses Claims in such proportion as is appropriate to reflect the relative fault faults of the indemnifying person party and the Registration Indemnified Person as well as indemnified party in connection with the actions or failure to act which resulted in such Claims, plus any other relevant equitable considerations. Notwithstanding The relative faults of the foregoing, no holder of Registrable Securities indemnifying party and the indemnified party shall be required determined by reference to, among other things, whether any action or failure to contribute 46 act, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made, or relates to information furnished by, the indemnifying party or the indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount in excess paid or payable by a party as a result of the amount such Person would have been required to pay to a Registration Indemnified Person if the indemnity under Section 7.18 was available. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) Claims shall be entitled deemed to contribution from include any person who was legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not guilty of such fraudulent misrepresentation. (e) An indemnifying person shall make payments of all amounts required to be made just and equitable if contributions pursuant to this paragraph were determined by pro rata allocation or by any other method of allocation which does not take into account the foregoing provisions of equitable considerations referred to in this Section 7.18 to or for the account of a Registration Indemnified Person from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due and payable. 8. Conditions to the Closing. 8.1paragraph.
Appears in 1 contract
Indemnification Relating to Registration. (ai) Chyron shall0xx Xxxxxx shall indemnify and hold harmless IBC, Xxxxxxxxx and hereby does, indemnify, to Xxxxxxxxx within the extent permitted by law, meaning of the Securities Act or the Exchange Act (each Seller (for the purposes of this section, a "Registration Seller Indemnified PersonParty" and collectively, the "Seller Indemnified Parties")) from and , against all any losses, claims, damages, expenses or liabilities and expenses, (joint or several, ) to which such Registration Indemnified Person any of them may become subject under the Securities Act, the Exchange Act and all rules and regulations under each such Act, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (icollectively, a "Violation"): (A) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, including any Registration Statement as contemplated hereby preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (B) the omission or alleged omission to state therein a material fact information required to be stated therein therein, or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented by Chyron), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, misleading or (iiiC) any violation or alleged violation by Chyron 0xx Xxxxxx of the Securities Act, the Exchange Act, or any federal, state securities or common law rule or regulation applicable to Chyron and relating to action of or inaction by Chyron in connection with any such registration including the failure to deliver any document required herein to be delivered, to a Seller or to the SECblue sky law; and in each such case, Chyron 0xx Xxxxxx shall reimburse each Seller Indemnified Party, promptly as such Registration Indemnified Person expenses are incurred, for any reasonable legal or 45 other expenses reasonably incurred by him, her or it any of them in connection with investigating or defending any such loss, claim, damage, liability, expense, action or proceeding; provided, however, that Chyron the indemnity agreement contained in this section shall not be liable apply to a Registration Indemnified Person insofar as such losses, claims, damages, liabilities, expenses, actions or proceedings are caused by any untrue statement or alleged untrue statement or material omission to provide information pursuant to Section 7.18(b) made amounts paid in reliance on or in conformity with any information furnished to Chyron by or on behalf settlement of such Registration Indemnified Person to be furnished under the Section 7.18(d) or as a result of the failure of such Registration Indemnified Person to furnish a prospectus to a purchaser. (b) Each Seller participating in a Registration Statement shall furnish to Chyron in writing such information as shall be reasonably requested by Chyron for use in any such Registration Statement or prospectus and shall indemnifyloss, to the extent permitted by law, Chyron, its officers and directors and each Person, if any, who controls Chyron within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities, expenses, actions or proceedings resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact with respect to information expressly requested by Chyron and required to be stated in the Registration Statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto, or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission with respect to information expressly requested by Chyron is made in reliance on or in conformity with any information so furnished in writing or to be furnished under this Section 7.18(b) by such participating holder of Registrable Securities expressly for use therein. (c) A Person entitled to indemnification under the provisions of this Section 7.18 shall (i) give prompt notice to the indemnifying person of any claim with respect to which it seeks indemnification, and (ii) unless in the reasonable judgment of counsel for such Registration Indemnified Person a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, permit damage, expense, liability, action or proceeding if such indemnifying person to assume the defense of such claim, with counsel reasonably satisfactory to the Registration Indemnified Person. If such defense settlement is so assumed, such indemnifying person shall not enter into any settlement effected without the consent of the Registration Indemnified Person if such settlement attributes liability to the Registration Indemnified Person and such indemnifying person 5th Avenue, which consent shall not be subject to unreasonably withheld, nor shall 0xx Xxxxxx be liable in any liability such case for any settlement made without its consent. In the event an indemnifying person shall not be entitledsuch loss, or elects not, to assume the defense of a claim, such indemnifying person shall not be obligated to pay the fees and expenses of more than one law firm for all Registration Indemnified Persons in respect of such claim. Such indemnity shall remain in full force and effect regardless of any investigation made by damage, expense, liability, action or on behalf of any Registration Indemnified Person and shall survive the transfer of a Registration Indemnified Person's Stock Sale Consideration. (d) If for any reason the foregoing indemnity is unavailable, then the indemnifying person shall contribute proceeding to the amount paid extend that it arises out of or payable is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in the registration statement by the Registration Indemnified Person as a result of such losses, claims, damages, liabilities IBC or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying person and the Registration Indemnified Person as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute 46 any amount in excess of the amount such Person would have been required to pay to a Registration Indemnified Person if the indemnity under Section 7.18 was available. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (e) An indemnifying person shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 7.18 to or for the account of a Registration Indemnified Person from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due and payable. 8. Conditions to the Closing. 8.1its shareholders.
Appears in 1 contract
Indemnification Relating to Registration. (a) Chyron shallXceed shall indemnify each Stockholder, and hereby doeswith respect to any registration, indemnify, to the extent permitted by law, each Seller (for the purposes of this section, a "Registration Indemnified Person")) from and qualification or compliance effected pursuant hereto against all claims, losses, claims, damages, damages or liabilities and expenses, joint or several, to which such Registration Indemnified Person may become subject under (the Securities Act, the Exchange Act and all rules and regulations under each such Act, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof"Losses") arise arising out of or are based upon (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement as contemplated hereby registration statement, prospectus, offering circular or other document, or any amendment or supplement thereof, incident to any such registration, qualification or compliance, or based on 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 under the circumstances under which they were made, or any violation or alleged violation by Xceed of the Securities Act or state securities laws and relating to action or inaction in connection with any such registration, qualification or compliance, and shall reimburse each Stockholder for reasonable legal and other expenses reasonably incurred in connection with investigating, preparing or defending any claim related thereto as incurred, provided that Xceed will not be liable in any such case to the extent that any untrue statement, omission or violation is made in reliance upon and in conformity with information furnished to Xceed in writing by or on behalf of any Stockholder. Each Stockholder shall severally and not jointly indemnify Xceed, each of its directors, officers, employees underwriter (if any) and each person who controls Xceed within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, against all Losses, including any Losses incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any amendment or supplement thereof, incident to any such registration, qualification or compliance, or based on 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, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented by Chyron), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) any violation by Chyron of any federal, state or common law rule or regulation applicable to Chyron and relating to action of or inaction by Chyron in connection with any such registration including the failure to deliver any document required herein to be delivered, to a Seller or to the SEC; and in each such case, Chyron shall reimburse each such Registration Indemnified Person for any reasonable legal or 45 other expenses incurred by him, her or it in connection with investigating or defending any such loss, claim, damage, liability, expense, action or proceeding; provided, however, that Chyron shall not be liable to a Registration Indemnified Person insofar as such losses, claims, damages, liabilities, expenses, actions or proceedings are caused by any untrue statement or alleged untrue statement or material omission to provide information pursuant to Section 7.18(b) made in reliance on or in conformity with any information furnished to Chyron by or on behalf of such Registration Indemnified Person to be furnished under the Section 7.18(d) or as a result of the failure of such Registration Indemnified Person to furnish a prospectus to a purchaser. (b) Each Seller participating in a Registration Statement shall furnish to Chyron in writing such information as shall be reasonably requested by Chyron for use in any such Registration Statement or prospectus and shall indemnify, to the extent permitted by law, Chyron, its officers and directors and each Person, if any, who controls Chyron within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities, expenses, actions or proceedings resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact with respect to information expressly requested by Chyron and required to be stated in the Registration Statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto, or necessary to make the statements therein not misleading, but case only to the extent that such untrue statement or omission with respect to information expressly requested by Chyron is made in such registration statement, prospectus, offering circular or other document in reliance on or upon and in conformity with any information so furnished to Xceed in writing or to be furnished under this Section 7.18(b) by such participating holder of Registrable Securities expressly for use therein. (c) A Person entitled to indemnification under the provisions of this Section 7.18 shall (i) give prompt notice to the indemnifying person of any claim with respect to which it seeks indemnification, and (ii) unless in the reasonable judgment of counsel for such Registration Indemnified Person a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, permit such indemnifying person to assume the defense of such claim, with counsel reasonably satisfactory to the Registration Indemnified Person. If such defense is so assumed, such indemnifying person shall not enter into any settlement without the consent of the Registration Indemnified Person if such settlement attributes liability to the Registration Indemnified Person and such indemnifying person shall not be subject to any liability for any settlement made without its consent. In the event an indemnifying person shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying person shall not be obligated to pay the fees and expenses of more than one law firm for all Registration Indemnified Persons in respect of such claim. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Stockholder, or any Registration Indemnified Person violation by such Stockholder of any rule or regulation promulgated under the Securities Act, the Exchange Act or state securities laws applicable to such individual and relating to action or inaction required of such individual in connection with any such registration, qualification or compliance, and shall survive reimburse Xceed, such directors, officers, employees and control persons for reasonable legal or any other expenses reasonably incurred in connection with investigating, preparing or defending any claim related thereto as incurred. If the transfer indemnification provided for herein is held by a court of a Registration Indemnified Person's Stock Sale Consideration. (d) If for competent jurisdiction to be unavailable to any reason of the foregoing indemnity is unavailableparties entitled thereto under this Agreement with respect to any Losses, then the indemnifying person party, in lieu of indemnifying the party otherwise entitled to such indemnification, shall contribute to the amount paid of such Losses or payable by the Registration Indemnified Person as a result of such losses, claims, damages, liabilities or expenses parties in such proportion as is appropriate to reflect the relative fault of the indemnifying person party on the one hand and of the Registration Indemnified Person party otherwise entitled to such indemnification on the other in connection with the statements or omissions or actions that resulted in Losses as well as any other relevant equitable considerations. Notwithstanding The relative fault of the foregoing, no holder indemnifying party and of Registrable Securities the party otherwise entitled to indemnification shall be required determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to contribute 46 any amount in excess of state a material fact relates to information supplied by the amount such Person would have been required to pay to a Registration Indemnified Person if indemnifying party or by the indemnity under Section 7.18 was available. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be party otherwise entitled to contribution from any person who was not guilty such indemnification and the relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission of or by the indemnifying party or the party otherwise entitled to such fraudulent misrepresentation. (e) An indemnifying person shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 7.18 to or for the account of a Registration Indemnified Person from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due and payable. 8. Conditions to the Closing. 8.1indemnification.
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