By the Purchasers. In order to induce each of the other parties hereto to enter into this Amendment, each Purchaser party hereto represents and warrants to each of the other parties hereto that the following statements are true, correct and complete: (i) the execution by the Majority Purchasers of this Amendment constitutes the requisite approval of the Purchasers necessary to amend the Amended Agreements, as contemplated by this Amendment, including but not limited to approval as “Majority Purchasers” under the Purchase Agreement; (ii) with such approval, each Purchaser is bound by this Amendment (including amendments to each of the Amended Agreements), whether or not such Purchaser is a party hereto; (iii) collectively, Alta Communications VIII, L.P., Alta-Comm VIII S By S, LLC, Alta Communications VIII-B, L.P., and Alta VIII Associates, LLC constitute “Majority Purchasers” under the Purchase Agreement; and (iv) each Purchaser is the original Purchaser under the Securities Purchase Agreement and each Purchaser is a lender actively and regularly engaged in the business of making loans.
By the Purchasers. Purchasers will indemnify and hold the Company harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that the Company may suffer or incur as a result of or relating to any misrepresentation, breach or inaccuracy, or any allegation by a third party that, if true, would constitute a breach or inaccuracy, of any of the representations, warranties, covenants or agreements made by such Purchasers in this Agreement; provided, however, that any and all payments, in the aggregate, made or due by such Purchasers as a result of the obligations of this Section 4.1 shall be limited to, and in no case shall exceed, the amount of the Purchase Price (but no credit shall be granted for such payment for any obligation of the Purchasers pursuant to this Section 4.1) paid by such Purchaser, as stated in Section 1.1 herein.
By the Purchasers. Any Purchaser may terminate this Agreement, but only with respect to its own commitment, if:
(i) the Company materially breaches its obligations under this Agreement and such breach is not cured within five business days following written notice to the Company;
(ii) consummation of the Placement is prohibited by applicable law, rules or regulations;
(iii) the Resale Registration Statement may not be used to register the resale of the Private Placement Stock and/or Warrant Shares pursuant to the rules of the Commission or the interpretations of the staff of the Commission;
(iv) a meeting of the Company’s stockholders is held to obtain Stockholder Approval and Stockholder Approval is not received from the Company’s stockholders at such meeting or any adjournment or postponement thereof; or
(v) subject to Section 1(b), the Closing has not occurred within seven (7) months of the date of this Agreement.
By the Purchasers. Each Purchaser hereby represents and warrants to the Company with respect to itself as follows:
By the Purchasers. In connection with the Registration Statement, each such Purchaser will furnish to the Company in writing such information and affidavits about such seller as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) and the other sellers of Registrable Securities against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus 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 not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such seller which authorizes its use in the applicable document; provided, that the obligation to indemnify will be individual, not joint and several, for each seller and will be limited to the gross amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement.
By the Purchasers. To the extent permitted by law, the Purchasers will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, or any underwriter, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, or underwriter may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Purchasers expressly for use in connection with such registration; and the Purchasers will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, however, that the indemnity agreement contained in this subsection 1.6.b. shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Purchasers, which consent shall not be unreasonably withheld; and PROVIDED FURTHER, that the total amounts payable in indemnity by the Purchasers under this subsection 1.6.b. in respect of any Violation shall not exceed the net proceeds received by the Purchasers in the registered offering out of which such Violation arises.
By the Purchasers. In order to induce each of the other parties hereto to enter into this Amendment, each Purchaser party hereto represents and warrants to each of the other parties hereto that the following statements are true, correct and complete: (i) the execution by the Majority Purchasers of this Amendment constitutes the requisite approval of the Purchasers necessary to amend the Amended Agreements, each of the Notes and each of the Warrants, in each case, as contemplated by this Amendment, including but not limited to approval as “Majority Purchasers” under the Purchase Agreement and as “Required Holders” under the Warrant Agreement; (ii) with such approval, each Purchaser is bound by this Amendment (including amendments to each of the Amended Agreements, each of the Notes and each of the Warrants), whether or not such Purchaser is a party hereto; (iii) collectively, Alta Communications VIII, L.P., Alta-Comm VIII S By S, LLC, Alta Communications VIII-B, L.P., and Alta VIII Associates, LLC constitute “Majority Purchasers” under the Purchase Agreement and “Required Holders” under the Warrant Agreement; and (iv) each Purchaser is the original Purchaser under the Securities Purchase Agreement and each Purchaser is a lender actively and regularly engaged in the business of making loans.
By the Purchasers. The Purchasers each covenant with the Company that they shall not sell or agree to sell any Shares before they are the holder thereof.
By the Purchasers. Each Purchaser, severally (as to itself only) and not jointly agrees to indemnify, defend and hold harmless the Company and its Affiliates and their respective officers, directors, stockholders, partners, members and controlling persons (collectively, the “Company Indemnitees”) to the fullest extent permitted by law from and against any and all Losses based upon, arising out of or otherwise in respect of any breach by the Purchaser of any representation, warranty, covenant or agreement of the Purchaser contained in this Agreement or in the Transaction Documents.
By the Purchasers. [INTENTIONALLY OMITTED]
