REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company with respect to the IHS Stock as provided in this Section 3.1, Buyer covenants and agrees as follows: (I) At Buyer's expense, Buyer will keep the registration and qualification under this Section 3.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one (1) year following the date on which the registration becomes effective, except to the extent that an exemption from registration may be available. Buyer will immediately notify the Company, at any time when a prospectus relating to a registration statement under this Section 3.1 is required to be delivered under the Securities Act, of the happening of any event known to Buyer as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. (II) Buyer shall furnish the Company with such number of prospectuses as shall reasonably be requested. (III) Buyer shall take all necessary action which may be required in qualifying or registering IHS Stock included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the Company, provided that Buyer shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction. (IV) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer shall indemnify the holders of IHS Stock to be sold pursuant to the registration statement, their successors and assigns, and each person, if any, who controls such holders within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 ("Exchange Act"), against all loss, claim, damage expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer or based upon written information furnished by Buyer filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by the Company expressly for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company or any controlling person of the Company in respect of which indemnity may be sought against Buyer pursuant to this subsection 3.1(e)(iv), the Company or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer in writing of the institution of such action and Buyer shall assume the defense of such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company or such controlling person). The Company or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer in connection with the defense of such action, or (B) Buyer shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Buyer (in which case, Buyer shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company and/or such controlling person shall be borne by Buyer. Except as expressly provided in the previous sentence, in the event that Buyer shall not previously have assumed the defenses of any such action or claim, Buyer shall not thereafter be liable to the Company or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement. (V) The holders of IHS Stock to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify Buyer, its officers and directors and each person, if any, who controls Buyer within the meaning of ss.15 of the Securities Act or ss.20 (a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising from information furnished by or on behalf of such holder, or its successors or assigns for specific inclusion in such registration statement.
Appears in 1 contract
Samples: Assets Purchase Agreement (Integrated Health Services Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Seller with respect to the IHS Stock as provided in this Section 3.1, Buyer covenants and agrees as follows:
(I) At Buyer's expense, Buyer will keep the registration and qualification under this Section 3.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate or for a period of one (1) year following the date on which the registration becomes effective, or until the Seller shall not own any of the IHS Stock issued pursuant to this Agreement, whichever shall occur first, in each case, except to the extent that an exemption from registration may be available. Buyer will immediately promptly notify the CompanySeller, at any time when a prospectus relating to a registration statement under this Section 3.1 is required to be delivered under the Securities Act, of the happening of any event known to Buyer as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(II) Buyer shall furnish the Company Seller with such number of prospectuses as shall reasonably be requested.
(III) Buyer shall take all necessary action which may be required in qualifying or registering IHS Stock included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanySeller, provided that Buyer shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IV) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer shall indemnify the holders of IHS Stock to be sold pursuant to the registration statement, their successors and assigns, and each person, if any, who controls such holders within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 ("Exchange ActEXCHANGE ACT"), against all loss, claim, damage expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer or based upon written information furnished by Buyer filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by the Company expressly Seller for use in such registration statementstatement (it being understood that Buyer may rely on the representations and warranties of Seller made pursuant to this Agreement in preparing such Registration Statement), any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company Seller or any controlling person of the Company Seller in respect of which indemnity may be sought against Buyer pursuant to this subsection 3.1(e)(iv), the Company Seller or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer in writing of the institution of such action and Buyer shall assume the defense of such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company Seller or such controlling person). The Company Seller or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company Seller or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer in connection with the defense of such action, or (B) Buyer shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Buyer (in which case, Buyer shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company Seller and/or such controlling person shall be borne by Buyer. Except as expressly provided in the previous sentence, in the event that Buyer shall not previously have assumed the defenses of any such action or claim, Buyer shall not thereafter be liable to the Company Seller or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement.
(V) The holders of IHS Stock to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify Buyer, its officers and directors and each person, if any, who controls Buyer within the meaning of ss.15 of the Securities Act or ss.20
(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising from information furnished in writing by or on behalf of such holderholders, or its their successors or assigns assigns, for specific inclusion in such registration statement.
Appears in 1 contract
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Holders with respect to the IHS Stock as provided in this Section 3.1, Buyer covenants and agrees as follows:
(Ii) At Buyer's expense, Buyer will keep the registration and qualification under this Section 3.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one two (12) year following the date on which the registration becomes effectiveyears, except to the extent that an exemption from registration may be available. Buyer will immediately notify the CompanyHolders, at any time when a prospectus relating to a registration statement under this Section 3.1 is required to be delivered under the Securities Act, of the happening of any event known to Buyer as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(IIii) Buyer shall furnish the Company Holders with such number of prospectuses as shall reasonably be requested.
(IIIiii) Buyer shall take all necessary action which may be required in qualifying or registering IHS Stock included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanyHolders, provided that Buyer shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IViv) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer shall indemnify the holders Holders of IHS Stock to be sold pursuant to the registration statement, their successors and assigns, and each person, if any, who controls such holders Holders within the meaning of ss.15 section 15 of the Securities Act or ss.20(asection 20(a) of the Securities Exchange Act of 1934 ("Exchange Act"), against all loss, claim, damage expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer or based upon written information furnished by Buyer filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by any of the Company Holders expressly for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company Holders or any controlling person of the Company Holders in respect of which indemnity may be sought against Buyer pursuant to this subsection 3.1(e)(iv), the Company Holders or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer in writing of the institution of such action and Buyer shall assume the defense of defenseof such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company Holders or such controlling person). The Company Holders or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company Holders or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer in connection with the defense of such action, or (B) Buyer shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Buyer (in which case, Buyer shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company Holders and/or such controlling person shall be borne by Buyer. Except as expressly provided in the previous sentencetwo sentences, in the event that Buyer shall not previously have assumed the defenses of any such action or claim, Buyer shall not thereafter be liable to the Company Holders or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company Holders of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement.
(Vv) The holders Holders of IHS Stock to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify Buyer, its officers and directors and each person, if any, who controls Buyer within the meaning of ss.15 section 15 of the Securities Act or ss.20
(asection 20(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising from information furnished in writing by or on behalf of such holderHolders, or its their successors or assigns for specific inclusion in such registration statement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Integrated Health Services Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Holders with respect to the IHS Stock as provided in this Section 3.1, Buyer covenants and agrees as follows:
(Ii) At Buyer's expense, Buyer will keep the registration and qualification under this Section 3.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one two (12) year following the date on which the registration becomes effectiveyears, except to the extent that an exemption from registration may be available. Buyer will immediately notify the CompanyHolders, at any time when a prospectus relating to a registration statement under this Section 3.1 is required to be delivered under the Securities Act, of the happening of any event known to Buyer as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(IIii) Buyer shall furnish the Company Holders with such number of prospectuses as shall reasonably be requested.
(IIIiii) Buyer shall take all necessary action which may be required in qualifying or registering IHS Stock included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanyHolders, provided that Buyer shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IViv) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer shall indemnify the holders Holders of IHS Stock to be sold pursuant to the registration statement, their successors and assigns, and each person, if any, who controls such holders Holders within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 ("Exchange Act"), against all loss, claim, damage expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer or based upon written information furnished by Buyer filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by any of the Company Holders expressly for use in such registration statement, any amendment or supplement thereto or any application, as the case 9 may be. If any action is brought against the Company Holders or any controlling person of the Company Holders in respect of which indemnity may be sought against Buyer pursuant to this subsection 3.1(e)(iv), the Company Holders or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer in writing of the institution of such action and Buyer shall assume the defense of such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company Holders or such controlling person). The Company Holders or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company Holders or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer in connection with the defense of such action, or (B) Buyer shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Buyer (in which case, Buyer shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company Holders and/or such controlling person shall be borne by Buyer. Except as expressly provided in the previous sentencetwo sentences, in the event that Buyer shall not previously have assumed the defenses of any such action or claim, Buyer shall not thereafter be liable to the Company Holders or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company Holders of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement.
(Vv) The holders Holders of IHS Stock to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify Buyer, its officers and directors and each person, if any, who controls Buyer within the meaning of ss.15 of the Securities Act or ss.20
(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising from information furnished in writing by or on behalf of such holderHolders, or its their successors or assigns for specific inclusion in such registration statement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Integrated Health Services Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Tenant with respect to the IHS Stock as provided in this Section 3.111.1, Buyer IHS covenants and agrees as follows:
(I) At BuyerIHS's expense, Buyer IHS will keep the registration and qualification under this Section 3.1 11.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one (1) year following the date on which the registration becomes effective, except to the extent that an exemption from registration may be available. Buyer IHS will immediately notify the CompanyTenant, at any time when a prospectus relating to a registration statement under this Section 3.1 11.1 is required to be delivered under the Securities Act, of the happening of any event known to Buyer IHS as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(II) Buyer IHS shall furnish the Company Tenant with such number of prospectuses as shall reasonably be requested.
(III) Buyer IHS shall take all necessary action which may be required in qualifying or registering IHS Stock included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanyTenant, provided that Buyer IHS shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IV) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 11.1 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer IHS shall indemnify the holders of IHS Stock to be sold pursuant to the registration statement, their successors and assigns, and each person, if any, who controls such holders within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 ("Exchange Act"), against all loss, claim, damage expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer IHS or based upon written information furnished by Buyer IHS filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer IHS by the Company Tenant expressly for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company Tenant or any controlling person of the Company Tenant in respect of which indemnity may be sought against Buyer IHS pursuant to this subsection 3.1(e)(iv11.1(e)(iv), the Company Tenant or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer IHS in writing of the institution of such action and Buyer IHS shall assume the defense of such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company Tenant or such controlling person). The Company Tenant or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company Tenant or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer IHS in connection with the defense of such action, or (B) Buyer IHS shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Buyer IHS (in which case, Buyer IHS shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company Tenant and/or such controlling person shall be borne by BuyerIHS. Except as expressly provided in the previous sentence, in the event that Buyer IHS shall not previously have assumed the defenses of any such action or claim, Buyer IHS shall not thereafter be liable to the Company Tenant or such controlling person in investigating, preparing or defending any such action or claim. Buyer IHS agrees promptly to notify the Company Tenant of the commencement of any litigation or proceedings against Buyer IHS or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement.
(V) The holders of IHS Stock to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify BuyerIHS, its officers and directors and each person, if any, who controls Buyer IHS within the meaning of ss.15 of the Securities Act or ss.20
(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising from information furnished by or on behalf of such holder, or its successors or assigns for specific inclusion in such registration statement.
Appears in 1 contract
Samples: Management Agreement (Integrated Health Services Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Companies with respect to the IHS Stock as provided in this Section 3.15.1, Buyer IHS covenants and agrees as follows:
(I) At BuyerIHS's expense, Buyer IHS will keep the registration and qualification under this Section 3.1 5.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one (1) year following the date on which Registration Date, or until the registration becomes effectiveCompanies and the Participants shall not own any of the IHS Stock issued pursuant to this Agreement, except to the extent that an exemption from registration may be availablewhichever shall occur first. Buyer IHS will immediately promptly notify the CompanyCompanies and the Representatives, at any time when a prospectus relating to a registration statement under this Section 3.1 5.1 is required to be delivered under the Securities Act, of the happening of any event known to Buyer IHS as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(II) Buyer IHS shall furnish the Company Companies with such number of prospectuses as shall reasonably be requested.
(III) Buyer IHS shall take all necessary action which may be required in qualifying or registering IHS Stock included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanyCompanies, provided that Buyer IHS shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IV) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 5.1 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer IHS shall indemnify the holders of IHS Stock to be sold pursuant to the registration statement, their successors and assigns, and each person, if any, who controls such holders within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 ("Exchange ActEXCHANGE ACT"), against all loss, claim, damage damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer IHS or based upon written information furnished by Buyer IHS filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer IHS by the Company expressly Companies for use in such registration statementstatement (it being understood that IHS may rely on the representations and warranties of the Companies made pursuant to this Agreement in preparing such Registration Statement), any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company Companies or any controlling person of the Company Companies in respect of which indemnity may be sought against Buyer IHS pursuant to this subsection 3.1(e)(iv5.1(h)(iv), the Company Companies or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer IHS in writing of the institution of such action and Buyer IHS shall assume the defense of such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company Companies or such controlling person). The Company Companies or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company Companies or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer IHS in connection with the defense of such action, or (B) Buyer IHS shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Buyer IHS (in which case, Buyer IHS shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company Companies and/or such controlling person shall be borne by BuyerIHS. Except as expressly provided in the previous sentence, in the event that Buyer IHS shall not previously have assumed the defenses of any such action or claim, Buyer IHS shall not thereafter be liable to the Company Companies or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement.
(V) The holders of IHS Stock to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify BuyerIHS, its officers and directors and each person, if any, who controls Buyer IHS within the meaning of ss.15 of the Securities Act or ss.20
(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising from information furnished in writing by or on behalf of such holderholders, or its their successors or assigns assigns, for specific inclusion in such registration statement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Integrated Health Services Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Sellers with respect to the IHS Capstone Stock as provided in this Section 3.1paragraph (a), Buyer Capstone covenants and agrees as followsto:
(I1) At Buyer's expense, Buyer will keep the use its best efforts to cause each registration under paragraph (a) to be declared effective and qualification under this Section 3.1 to remain effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one two (12) year following years (plus an amount of time equal tot he number of days during which sales of Capstone Stock under such registration statement shall have been prohibited in any jurisdiction in which such securities are registered for sale by applicable law, court order or similar compulsion) after the effective date on which the of such registration becomes effectivestatement, except to the extent that or, if sooner, until an exemption from registration may be availableof the Capstone Stock becomes available to Sellers, including, without limitation, the filing of post-effective amendments and supplements to any registration statement or prospectus necessary to keep the registration statement current and the further qualification under any applicable Blue Sky or other state securities laws to permit such sale or distribution all as requested by holders of Capstone Stock. Buyer Capstone will immediately notify the Company, holders of Capstone Stock at any time when a prospectus relating to a registration statement under this Section 3.1 paragraph (a) is required to be delivered under the Securities Act, of the happening of any event known to Buyer as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Notwithstanding anything to the contrary contained herein, in the event that a registration is an underwritten offering, Capstone shall be required to maintain the effectiveness of the underwritten registration statement only for a reasonable period of time.
(II2) Buyer shall furnish the Company with such number of prospectuses as shall reasonably be requested.
(III) Buyer shall take all necessary action which may be required in qualifying or registering IHS Stock included in furnish, at least five business days before filing a registration statement for offering that registers such Capstone Stock, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the persons holding a majority of the Capstone Stock being so registered (the "Stockholder Counsel"), copies of all such documents proposed to be filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Sellers in advance of the proposed filing by a period of time that is customary and sale reasonable under the securities circumstances);
(3) notify in writing (which notice may be sent via fax or Blue Sky laws overnight courier) the Sellers promptly (i) of such states as reasonably are requested the receipt by Capstone of any notification with respect to any comments by the Company, provided that Buyer shall not be obligated Commission with respect to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IV) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 will not, at the time any such registration statement becomes effectiveor prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, contain any untrue statement of a material fact, to the extent that such comments or omit requirements relate to state any material fact required to be stated therein as necessary in order to make information regarding the statements therein, in light persons selling Capstone Stock (ii) of the circumstances under which they were made, not misleading or necessary receipt by Capstone of any notification with respect to correct the issuance by the Commission of any statement in any earlier filing stop order suspending the effectiveness of such registration statement or prospectus or any amendments thereto. The registration statement will comply in all material respects with amendment or supplement thereto or the provisions initiation or threatening of any proceeding for that purpose and (iii) of the Securities Act and the rules and regulations thereunder. Buyer shall indemnify the holders receipt by Capstone of IHS Stock to be sold pursuant any notification with respect to the suspension of the qualification of such Capstone Stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(4) use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement, their successors and assigns, and each person, if any, who controls such holders within or the meaning lifting of ss.15 any suspension of the Securities Act qualification or ss.20(a) exemption from qualification of the Securities Exchange Act of 1934 ("Exchange Act"), against all loss, claim, damage expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them Capstone Stock for sale in any jurisdiction, at the earliest possible time;
(5) use its best efforts to register or qualify such Capstone Stock under such other securities or blue sky laws of such jurisdictions as the Sellers selling Capstone Stock reasonably request and any and all other acts and things which may become be reasonably necessary or advisable to enable such persons to consummate the disposition in such jurisdictions of Capstone Stock; provided, however, that Capstone will not be required to qualify generally to do business, subject under itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this subparagraph (5);
(6) furnish to the persons selling Capstone Stock such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such persons may reasonably request in order to facilitate the Exchange public sale or other disposition of such Capstone Stock;
(7) use its best efforts to cause such Capstone Stock to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of Capstone to enable the persons selling Capstone Stock to consummate the disposition of such Capstone Stock;
(8) notify the persons selling Capstone Stock on a timely basis at any time when a prospectus relating to such Capstone Stock is required to be delivered under the Securities Act or of the happening of any other statuteevent as a result of which the prospectus included in such registration statement, common law or otherwiseas then in effect, arising out of or based upon any untrue statement or alleged includes an untrue statement of a material fact contained in such registration statement executed by Buyer or based upon written information furnished by Buyer filed in any jurisdiction in order omits to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleadingmisleading in light of the circumstances then existing and, unless at the request of such persons, prepare and furnish to such persons a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omission was made omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in reliance upon and in conformity with written information furnished to Buyer light of the circumstances then existing;
(9) make available for inspection by the Company expressly for use persons selling Capstone Stock, any underwriter participating in any disposition pursuant to such registration statementstatement and any attorney, any amendment accountant or supplement thereto other agent retained by such persons or any applicationunderwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of Capstone (collectively, the "Records"), as the case may be. If any action is brought against the Company or any controlling person of the Company in respect of which indemnity may be sought against Buyer pursuant to this subsection 3.1(e)(iv), the Company or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer in writing of the institution of such action and Buyer shall assume the defense of such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company or such controlling person). The Company or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or reasonably necessary to enable them to exercise their due diligence responsibility, and cause Capstone's officers, directors and employees and any person possessing such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer in connection with the defense of such action, or (B) Buyer shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Buyer (in which case, Buyer shall not have the right to direct the defense of such action information on behalf of Capstone to supply all information (together with the indemnified party or parties)Records, in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company and/or such controlling person shall be borne "Information") reasonably requested by Buyer. Except as expressly provided in the previous sentence, in the event that Buyer shall not previously have assumed the defenses of any such action or claim, Buyer shall not thereafter be liable to the Company or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or Inspector in connection with such registration statement.
(V) The holders ; provided that any of IHS Stock the Information which Capstone determines in good faith to be sold confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a registration statementsubpoena or other order from a court or government agency of competent jurisdiction or (iii) such Information has been made generally available to the public; provided, however, that each such person agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to Capstone and their successors and assignsallow Capstone, shall severallyat its expense, and not jointly, indemnify Buyer, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(10) use its officers and directors best efforts to obtain from its independent certified public accountants "cold comfort" letters addressed to Counsel and each personperson selling Capstone Stock in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(11) use its best efforts to obtain from its counsel an opinion or opinions addressed to Counsel in customary form covering matters of the type customarily covered by such opinions;
(12) provide a transfer agent and registrar (which may be the same entity and which may be Capstone) for such Capstone Stock;
(13) issue to any underwriter to which the Sellers selling Capstone Stock may sell shares in such offering certificates evidencing such Capstone Stock (following surrender of any existing certificate for such securities);
(14) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to Capstone's security holders, if anyas soon as reasonably practicable, who controls Buyer publicly available earnings statements (which need not be audited) covering a period of twelve (12) months beginning within three (3) months after the meaning effective date of ss.15 the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act or ss.20Act; and
(a15) of use its best efforts to take all other steps necessary to effect the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising from information furnished by or on behalf registration of such holder, or its successors or assigns for specific inclusion in such registration statementCapstone Stock contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Capstone Pharmacy Services Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Sellers with respect to the IHS Stock as provided in this Section 3.1Article 7, Buyer covenants and agrees as follows:
(Ii) At Buyer's expense, Buyer will keep the registration and qualification under this Section 3.1 Article 7 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period until the first anniversary of one (1) year following the date on which the registration becomes effectiveClosing Date, except to the extent that an exemption from registration may be available. Buyer will immediately promptly notify the CompanySeller, at any time when a prospectus relating to a registration statement under this Section 3.1 Article 7 is required to be delivered under the Securities Act, of the happening of any event known to Buyer as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(IIii) Buyer shall furnish the Company Seller with such number of prospectuses as shall reasonably be requested.
(IIIiii) Buyer shall take all necessary action which may be required in qualifying or registering IHS Stock included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanySeller, provided that Buyer shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IViv) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 Article 7 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer shall indemnify the holders of IHS Stock to be sold pursuant to the registration statementSeller, their its successors and assigns, and each person, if any, who controls such holders Seller within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 1934, as amended ("Exchange ActEXCHANGE ACT"), against all loss, claim, damage damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer or based upon written information furnished by Buyer filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by the Company Seller expressly for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company Seller or any controlling person of the Company Seller in respect of which indemnity may be sought against Buyer pursuant to this subsection 3.1(e)(ivsubparagraph 7(f)(iv), the Company Seller or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer in writing of the institution of such action and Buyer shall assume the defense of such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company Seller or such controlling person). The Company Seller or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company Seller or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer in connection with the defense of such action, or (B) Buyer shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded (after notice to Buyer) that there may be defenses available to it or them which are different from or additional to those available to Buyer (in which case, Buyer shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company and/or Seller and such controlling person persons shall be borne by Buyer. Except as expressly provided in the previous sentence, in the event that Buyer shall not previously have assumed the defenses of any such action or claim, Buyer shall not thereafter be liable to the Company Seller or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement.
(Vv) The holders of IHS Stock to be sold pursuant to a registration statementSeller, and their its successors and assigns, shall severally, and not jointly, indemnify Buyer, its officers and directors and each person, if any, who controls Buyer within the meaning of ss.15 of the Securities Act or ss.20
(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising from information furnished by or on behalf of such holderSellers, or its their successors or assigns for specific inclusion in such registration statement.
Appears in 1 contract
Samples: Agreement for Sale and Purchase of Assets (Integrated Health Services Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Shareholders with respect to the shares of IHS Stock as provided in this Section 3.1, after the Closing Buyer covenants and agrees as follows:
(I) At Buyer's expense, Buyer will keep the registration and qualification under this Section 3.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one (1) year following the date on which the registration becomes effective, except to the extent that an exemption from registration may be available. Buyer will immediately promptly notify the CompanyShareholders' Representative, at any time when a prospectus relating to a registration statement under this Section 3.1 the Shelf Registration Statement is required to be delivered under the Securities Act, of the happening of any event known to Buyer as a result of which the prospectus included in such registration statementthe Shelf Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(II) Buyer shall furnish the Company Shareholders' Representative with such number of prospectuses as shall reasonably be requestedrequested by Shareholders' Representative in connection with any actual or contemplated resales.
(III) Subject to the ultimate sentence in Section 3.1(c) above, Buyer shall take all necessary action which may be required in qualifying or registering the shares of IHS Stock included in a registration statement Shelf Registration Statement for offering and sale resale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanyShareholders' Representative, provided that Buyer shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IV) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 Shelf Registration Statement will not, at the time any such registration statement Shelf Registration Statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or as necessary to correct any statement in any earlier filing of such registration statement Shelf Registration Statement or any amendments thereto. The registration statement Shelf Registration Statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer shall indemnify the holders of IHS Stock to be sold pursuant to the registration statement, their successors and assigns, Shareholders and each person, if any, who controls such holders Shareholders within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange ActEXCHANGE ACT"), against all loss, claim, damage damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement Shelf Registration Statement executed by Buyer or based upon written information furnished by Buyer filed in any jurisdiction in order to qualify shares of IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by any of the Company expressly Shareholders specifically for use in such registration statementShelf Registration Statement (it being understood that Buyer may rely on the representations and warranties of any Shareholder (relating to such Shareholder only) made pursuant to this Agreement in preparing the Shelf Registration Statement), any amendment or supplement thereto or any application, as the case may be. If any action is brought against any of the Company Shareholders or any controlling person of any of the Company Shareholders in respect of which indemnity may be sought against Buyer pursuant to this subsection 3.1(e)(iv), the Company or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer in writing of the institution of such action and Buyer shall assume the defense of such actionsaction, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company applicable Shareholder or such controlling person). The Company Such Shareholder or such controlling person shall have the right to employ her, his, its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company such Shareholder or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer in connection with the defense of such action, or (B) Buyer shall not have employed counsel to have charge of the defense of such actionaction within twenty (20) days of the request therefor, or (C) such indemnified party or parties shall have reasonably concluded and notified Buyer that there may be defenses available to her, him, it or them which are different from or additional to those available to Buyer (in which case, Buyer shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company and/or Shareholders and such controlling person persons shall be borne by Buyer. Except as expressly provided in the previous sentence, in the event that Buyer shall not previously have assumed the defenses of any such action or claim, Buyer shall not thereafter be liable to the Company or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement.
(V) The holders of IHS Stock to be sold pursuant to a registration statementShareholders, and their successors and assigns, shall severally, and not jointly, indemnify Buyer, its officers and directors and each person, if any, who controls Buyer within the meaning of ss.15 of the Securities Act or ss.20
(a) of the Exchange Act against all loss, claim, damage, or expense or and liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise (Federal, State, local or otherwise), arising from inaccuracies in or omissions from information furnished in writing by or on behalf of any of such holderShareholders, or its any of their successors or assigns specifically for specific inclusion in such registration statementthe Shelf Registration Statement, any Exchange Act filing or any State Blue Sky Law filing.
Appears in 1 contract
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Companies with respect to the IHS Stock as provided in this Section 3.1, Buyer IHS covenants and agrees as follows:
(I) At BuyerIHS's expense, Buyer IHS will keep the registration and qualification under this Section 3.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one (1) year following the date on which the registration becomes effective, except to the extent that an exemption from registration may be available. Buyer will immediately notify the CompanyCompanies, at any time when a prospectus relating to a registration statement under this Section 3.1 is required to be delivered under the Securities Act, of the happening of any event known to Buyer IHS as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(II) Buyer IHS shall furnish the Company Companies with such number of prospectuses as shall reasonably be requested.
(III) Buyer IHS shall take all necessary action which may be required in qualifying or registering IHS Stock included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanyCompanies, provided that Buyer IHS shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IV) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer IHS shall indemnify the holders of IHS Stock to be sold pursuant to the registration statement, their successors and assigns, and each person, if any, who controls such holders within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 ("Exchange ActEXCHANGE ACT"), against all loss, claim, damage expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer IHS or based upon written information furnished by Buyer IHS filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer IHS by the Company Companies expressly for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company Companies or any controlling person of the Company Companies in respect of which indemnity may be sought against Buyer IHS pursuant to this subsection 3.1(e)(iv3.1(f)(iv), the Company Companies or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer IHS in writing of the institution of such action and Buyer IHS shall assume the defense of such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company Companies or such controlling person). The Company Companies or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company Companies or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer IHS in connection with the defense of such action, or (B) Buyer IHS shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Buyer IHS (in which case, Buyer IHS shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company Companies and/or such controlling person shall be borne by BuyerIHS. Except as expressly provided in the previous sentence, in the event that Buyer IHS shall not previously have assumed the defenses of any such action or claim, Buyer IHS shall not thereafter be liable to the Company Companies or such controlling person in investigating, preparing or defending any such action or claim. Buyer IHS agrees promptly to notify the Company Companies of the commencement of any litigation or proceedings against Buyer IHS or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement.
(V) The holders of IHS Stock to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify BuyerIHS, its officers and directors and each person, if any, who controls Buyer IHS within the meaning of ss.15 of the Securities Act or ss.20the
(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising from information furnished by or on behalf of such holder, or its successors or assigns for specific inclusion in such registration statement.
Appears in 1 contract
Samples: Assets Purchase Agreement (Integrated Health Services Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Shareholders with respect to the IHS Stock Shares as provided in this Section 3.1, Buyer IHS covenants and agrees as follows:
(I) At BuyerIHS's expense, Buyer IHS will keep the registration and qualification under this Section 3.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period until the first anniversary of one (1) year following the date on which the registration becomes effective, Closing Date except to the extent that an exemption from registration may be available. Buyer IHS will immediately promptly notify the CompanyShareholders, at any time when a prospectus relating to a registration statement under this Section 3.1 is required to be delivered under the Securities Act, of the happening of any event known to Buyer IHS as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(II) Buyer IHS shall furnish the Company Shareholders with such number of prospectuses as shall reasonably be requested.
(III) Buyer IHS shall take all necessary action which may be required in qualifying or registering IHS Stock Shares included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanyShareholders, provided that Buyer IHS shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IV) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer IHS shall indemnify the holders of IHS Stock to be sold pursuant to the registration statementShareholders, their successors and assigns, and each person, if any, who controls such holders Shareholders within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 1934, as amended ("Exchange ActEXCHANGE ACT"), against all loss, claim, damage damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer IHS or based upon written information furnished by Buyer IHS filed in any jurisdiction in order to qualify IHS Stock Shares under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer IHS by any of the Company Shareholders expressly for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company Shareholders or any controlling person of the Company Shareholders in respect of which indemnity may be sought against Buyer IHS pursuant to this subsection 3.1(e)(iv3.1(f)(iv), the Company Shareholders or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer IHS in writing of the institution of such action and Buyer IHS shall assume the defense of such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company Shareholder's Representative or such controlling person). The Company Shareholders or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company Shareholders or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer IHS in connection with the defense of such action, or (B) Buyer IHS shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded (after notice to IHS) that there may be defenses available to it or them which are different from or additional to those available to Buyer IHS (in which case, Buyer IHS shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company and/or Shareholders and such controlling person persons shall be borne by BuyerIHS. Except as expressly provided in the previous sentence, in the event that Buyer IHS shall not previously have assumed the defenses of any such action or claim, Buyer IHS shall not thereafter be liable to the Company Shareholders or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement.
(V) The holders of IHS Stock to be sold pursuant to a registration statementShareholders, and their successors and assigns, shall severally, and not jointly, indemnify BuyerIHS, its officers and directors and each person, if any, who controls Buyer IHS within the meaning of ss.15 of the Securities Act or ss.20
(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising from information furnished by or on behalf of such holderShareholders, or its their successors or assigns for specific inclusion in such registration statement.
Appears in 1 contract
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Holders with respect to the IHS Stock as provided in this Section 3.12.2, Buyer covenants and agrees as follows:
(Ii) At Buyer's expense, Buyer will keep the registration and qualification under this Section 3.1 2.2 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one two (12) year following the date on which the registration becomes effectiveyears, except to the extent that an exemption from registration may be available. Buyer will immediately notify the CompanyHolders, at any time when a prospectus relating to a registration statement under this Section 3.1 2.2 is required to be delivered under the Securities Act, of the happening of any event known to Buyer as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(IIii) Buyer shall furnish the Company Holders with such number of prospectuses as shall reasonably be requested.
(IIIiii) Buyer shall take all necessary action which may be required in qualifying or registering IHS Stock included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanyHolders, provided that Buyer shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IViv) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 2.2 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer shall indemnify the holders Holders of IHS Stock to be sold pursuant to the registration statement, their successors and assigns, and each person, if any, who controls such holders Holders within the meaning of ss.15 Section 15 of the Securities Act or ss.20(aSection 20(a) of the Securities Exchange Act of 1934 ("Exchange Act"), against all loss, claim, damage expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer or based upon written information furnished by Buyer filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by any of the Company Holders expressly for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company Holders or any controlling person of the Company Holders in respect of which indemnity may be sought against Buyer pursuant to this subsection 3.1(e)(iv2.2(e)(iv), the Company Holders or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer in writing of the institution of such action and Buyer shall assume the defense of such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company Holders or such controlling person). The Company Holders or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company Holders or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer in connection with the defense of such action, or (B) Buyer shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Buyer (in which case, Buyer shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company Holders and/or such controlling person shall be borne by Buyer. Except as expressly provided in the previous sentencetwo sentences, in the event that Buyer shall not previously have assumed the defenses of any such action or claim, Buyer shall not thereafter be liable to the Company Holders or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company Holders of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement.
(Vv) The holders Holders of IHS Stock to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify Buyer, its officers and directors and each person, if any, who controls Buyer within the meaning of ss.15 Section 15 of the Securities Act or ss.20
(aSection 20(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising from information furnished in writing by or on behalf of such holderHolders, or its their successors or assigns for specific inclusion in such registration statement.
Appears in 1 contract
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Seller with respect to the IHS Stock as provided in this Section 3.12.9, Buyer covenants and IHS agrees as follows:
(Ii) At Buyer's expense, Buyer IHS will keep the registration and qualification under this Section 3.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one (1) year following the date on which the registration becomes effective, except to the extent that an exemption from registration may be available. Buyer will immediately promptly notify the Company, Seller at any time when a prospectus relating to a registration statement covering Seller's shares under this Section 3.1 2.9 is required to be delivered under the Securities Act, of the happening of any event known to Buyer IHS as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(IIii) Buyer IHS shall furnish the Company Seller with such number of prospectuses as shall reasonably be requested, and Seller agrees to comply with the prospectus delivery requirements of the Securities Act in connection with any sale of IHS Stock by it.
(IIIiii) Buyer IHS shall take all necessary action which may be required in qualifying or registering IHS Stock included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanySeller, provided that Buyer IHS shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IViv) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 2.9 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer shall indemnify the holders With respect to sales of IHS Stock to be sold in accordance with the provisions of this Section 2.9 pursuant to the registration statement, their IHS shall indemnify Seller and its successors and assigns, and the Parent, and each person, if any, who controls such holders Seller within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act"), against all loss, claim, damage damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer IHS or based upon written information furnished by Buyer IHS filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE NYSE, NASDAQ, or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer IHS by Seller or the Company expressly Parent for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company Seller or any controlling person of Seller or the Company Parent in respect of which indemnity may be sought against Buyer IHS pursuant to this subsection 3.1(e)(iv)subsection, Seller or the Company Parent or such controlling person of Seller or the Parent shall within thirty (30) days after the receipt thereby thereof of a summons or complaint, notify Buyer IHS in writing of the institution of such action and Buyer IHS shall assume the defense of such actionsaction, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company counsel. Seller or such controlling person). The Company or any such controlling person or the Parent shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company such Seller or such controlling person or such Parent unless (A) the employment of such counsel shall have been authorized in writing by Buyer IHS in connection with the defense of such action, or (B) Buyer IHS shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Buyer IHS (in which case, Buyer IHS shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company and/or Seller, such controlling person and the Parent shall be borne by BuyerIHS and such law firm shall be reasonably acceptable to IHS. Except as expressly provided in the previous sentence, in the event that Buyer shall not previously have assumed Seller, any such controlling person or any the defenses Parent assumes control of the defense of any such action or claim, Buyer IHS shall not thereafter be liable to the Company Seller or any such controlling person or the Parent in investigating, preparing or defending any such action or claim. Buyer IHS agrees promptly to notify the Company Seller of the commencement of any litigation or proceedings against Buyer IHS or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement. If the indemnification provided for in this Section 2.9 is held by a court of competent jurisdiction to be unavailable to Seller or any controlling person of Seller or any Parent with respect to any loss, liability, claim, damage or expense referred to herein, then IHS in lieu of indemnifying Seller or any controlling person of Seller or the Parent hereunder, shall contribute to the amount paid or payable by Seller or any controlling person of Seller or the Parent hereunder, as a result of such loss, liability, claim, damage, expense or liability in such proportion as is appropriate to reflect the relative fault of IHS on the one hand and of Seller or any controlling person of Seller or the Parent on the other hand in connection with the statements or omissions which resulted in such loss, liability, claim, damage, expense, or liability, as well as any other relevant equitable considerations. The relative fault of IHS and of Seller or any controlling person of Seller or the Parent shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by IHS or by Seller or any controlling person of Seller or the Parent and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
(Vv) The holders of IHS Stock to be sold pursuant to a registration statement, Seller and Parent and their respective successors and assigns, shall severally, and not jointly, indemnify IHS and Buyer, its officers their respective officers, directors and directors advisers, and each person, if any, who controls IHS or Buyer within the meaning of ss.15 of the Securities Act or ss.20
(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising from information that was furnished by or on behalf of such holderSeller, or its the Parent or its, respective successors or assigns for specific inclusion and which was included in the selling shareholder provisions in such registration statement. The indemnification rights set forth in this clause (v) shall be subject to the same procedures as are to be applied to the indemnification rights set forth in clause (iv) above, although references to Buyer and IHS on the one hand, and Seller and Parent, on the other hand, shall be reversed.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mediq Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Sellers with respect to the IHS Stock as provided in this Section 3.1, Buyer covenants and agrees as follows:
(I) At Buyer's expense, Buyer will keep the registration and qualification under this Section 3.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate until the Registration Date or for a period of one (1) year following the date on which the registration becomes effective, in each case except to the extent that an exemption from registration may be available. Buyer will immediately notify the CompanySellers, at any time when a prospectus relating to a registration statement under this Section 3.1 is required to be delivered under the Securities Act, of the happening of any event known to Buyer as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(II) Buyer shall furnish the Company Sellers with such number of prospectuses as shall reasonably be requested.
(III) Buyer shall take all necessary action which may be required in qualifying or registering IHS Stock included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanySellers, provided that Buyer shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IV) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer shall indemnify the holders Sellers of IHS Stock to be sold pursuant to the registration statement, their successors and assigns, and each person, if any, who controls such holders Sellers within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 ("Exchange Act"), against all loss, claim, damage expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer or based upon written information furnished by Buyer filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by any of the Company Sellers expressly for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company Sellers or any controlling person of the Company Sellers in respect of which indemnity may be sought against Buyer pursuant to this subsection 3.1(e)(iv), the Company Sellers or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer in writing of the institution of such action and Buyer shall assume the defense of such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company Sellers or such controlling person). The Company Sellers or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company Sellers or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer in connection with the defense of such action, or (B) Buyer shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Buyer (in which case, Buyer shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company Sellers and/or such controlling person shall be borne by Buyer. Except as expressly provided in the previous sentence, in the event that Buyer shall not previously have assumed the defenses of any such action or claim, Buyer shall not thereafter be liable to the Company or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company Sellers of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement.
(V) The holders Sellers of IHS Stock to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify Buyer, its officers and directors and each person, if any, who controls Buyer within the meaning of ss.15 of the Securities Act or ss.20
(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, to the extent arising from information furnished by or on behalf of such holderSellers, or its their successors or assigns for specific inclusion in such registration statement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Integrated Health Services Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Shareholders with respect to the IHS Stock as provided in this Section 3.1, Buyer covenants and agrees as follows:
(I) At Buyer's expense, Buyer will keep the registration and qualification under this Section 3.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period so long as the Shareholders own any of one (1) year following the date on which the registration becomes effective, IHS Stock except to the extent that an exemption from registration may be available. Buyer will immediately notify the CompanyShareholders, at any time when a prospectus relating to a registration statement under this Section 3.1 is required to be delivered under the Securities Act, of the happening of any event known to Buyer as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(II) Buyer shall furnish the Company Shareholders with such number of prospectuses as shall reasonably be requested.
(III) Buyer shall take all necessary action which may be required in qualifying or registering IHS Stock included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanyShareholders, provided that Buyer shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IV) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer shall indemnify the holders Shareholders of IHS Stock to be sold pursuant to the registration statement, their successors and assigns, and each person, if any, who controls such holders Shareholders within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 ("Exchange Act"), against all loss, claim, damage expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer or based upon written information furnished by Buyer filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by any of the Company Shareholders expressly for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company Shareholders or any controlling person of the Company Shareholders in respect of which indemnity may be sought against Buyer pursuant to this subsection 3.1(e)(iv3.1(f)(iv), the Company Shareholders or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer in writing of the institution of such action and Buyer shall assume the defense of such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company Shareholders or such controlling person). The Company Shareholders or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company Shareholders or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer in connection with the defense of such action, or (B) Buyer shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Buyer (in which case, Buyer shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company Shareholders and/or such controlling person shall be borne by Buyer. Except as expressly provided in the previous sentence, in the event that Buyer shall not previously have assumed the defenses of any such action or claim, Buyer shall not thereafter be liable to the Company Shareholders or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company Shareholders of the commencement of or any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement.
(V) The holders Shareholders of IHS Stock to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify Buyer, its officers and directors and each person, if any, who controls Buyer within the meaning of ss.15 of the Securities Act or ss.20
(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising from information furnished by or on behalf of such holderShareholders, or its their successors or assigns in writing for specific inclusion in such registration statement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Integrated Health Services Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Shareholder with respect to the shares of IHS Stock as provided in this Section 3.1, after the Closing Buyer covenants and agrees as follows:
(I) At Buyer's expense, Buyer will keep the registration and qualification under this Section 3.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one (1) year following the date on which the registration becomes effective, except to the extent that an exemption from registration may be available. Buyer will immediately promptly notify the CompanyShareholder, at any time when a prospectus relating to a registration statement under this Section 3.1 the Shelf Registration Statement is required to be delivered under the Securities Act, of the happening of any event known to Buyer as a result of which the prospectus included in such registration statementthe Shelf Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(II) Buyer shall furnish the Company Shareholder with such number of prospectuses as shall reasonably be requestedrequested by Shareholder in connection with any actual or contemplated resales.
(III) Subject to the ultimate sentence in Section 3.1(c) above, Buyer shall take all necessary action which may be required in qualifying or registering the shares of IHS Stock included in a registration statement Shelf Registration Statement for offering and sale resale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanyShareholder, provided that Buyer shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IV) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 Shelf Registration Statement will not, at the time any such registration statement Shelf Registration Statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or as necessary to correct any statement in any earlier filing of such registration statement Shelf Registration Statement or any amendments thereto. The registration statement Shelf Registration Statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer shall indemnify the holders of IHS Stock to be sold pursuant to the registration statement, their successors and assigns, Shareholder and each person, if any, who controls such holders Shareholder within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange ActEXCHANGE ACT"), against all loss, claim, damage damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement Shelf Registration Statement executed by Buyer or based upon written information furnished by Buyer filed in any jurisdiction in order to qualify shares of IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by the Company expressly Shareholder specifically for use in such registration statementShelf Registration Statement (it being understood that Buyer may rely on the representations and warranties of Shareholder made pursuant to this Agreement in preparing the Shelf Registration Statement), any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company Shareholder or any controlling person of the Company Shareholder in respect of which indemnity may be sought against Buyer pursuant to this subsection 3.1(e)(iv), the Company or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer in writing of the institution of such action and Buyer shall assume the defense of such actionsaction, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company Shareholder or such controlling person). The Company Shareholder or such controlling person shall have the right to employ her, his, its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company Shareholder or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer in connection with the defense of such action, or (B) Buyer shall not have employed counsel to have charge of the defense of such actionaction within twenty (20) days of the request therefor, or (C) such indemnified party or parties shall have reasonably concluded and notified Buyer that there may be defenses available to her, him, it or them which are different from or additional to those available to Buyer (in which case, Buyer shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company and/or Shareholder and such controlling person persons shall be borne by Buyer. Except as expressly provided in the previous sentence, in the event that Buyer shall not previously have assumed the defenses of any such action or claim, Buyer shall not thereafter be liable to the Company or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement.
(V) The holders of IHS Stock to be sold pursuant to a registration statementShareholder, and their his successors and assigns, shall severally, and not jointly, indemnify Buyer, its officers and directors and each person, if any, who controls Buyer within the meaning of ss.15 of the Securities Act or ss.20
(a) of the Exchange Act against all loss, claim, damage, or expense or and liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise (Federal, State, local or otherwise), arising from inaccuracies in or omissions from information furnished in writing by or on behalf of such holderShareholder, or its any of his successors or assigns specifically for specific inclusion in such registration statementthe Shelf Registration Statement, any Exchange Act filing or any State Blue Sky Law filing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integrated Health Services Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Seller with respect to the IHS Stock as provided in this Section 3.1, Buyer covenants and agrees as follows:
(Ii) At Buyer's expense, Buyer will keep the registration and qualification under this Section 3.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate until the Registration Date or for a period of one (1) year following the date on which the registration becomes effective, in each case except to the extent that an exemption from registration may be available. Buyer will immediately notify the CompanySeller, at any time when a prospectus relating to a registration statement under this Section 3.1 is required to be delivered under the Securities Act, of the happening of any event known to Buyer as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(IIii) Buyer shall furnish the Company Seller with such number of prospectuses as shall reasonably be requested.
(IIIiii) Buyer shall take all necessary action which may be required in qualifying or registering IHS Stock included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanySeller, provided that Buyer shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IViv) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer shall indemnify the holders Seller of IHS Stock to be sold pursuant to the registration statement, their successors and assigns, and each person, if any, who controls such holders Seller within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 ("Exchange Act"), against all loss, claim, damage expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer or based upon written information furnished by Buyer filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by the Company Seller expressly for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company Seller or any controlling person of the Company Seller in respect of which indemnity may be sought against Buyer pursuant to this subsection 3.1(e)(iv), the Company Seller or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer in writing of the institution of such action and Buyer shall assume the defense of such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company Seller or such controlling person). The Company Seller or such controlling person shall have the right to employ its or their her own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company Seller or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer in connection with the defense of such action, or (B) Buyer shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Buyer (in which case, Buyer shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company Seller and/or such controlling person shall be borne by Buyer. Except as expressly provided in the previous sentence, in the event that Buyer shall not previously have assumed the defenses of any such action or claim, Buyer shall not thereafter be liable to the Company or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company Seller of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement.
(Vv) The holders Seller of IHS Stock to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify Buyer, its officers and directors and each person, if any, who controls Buyer within the meaning of ss.15 of the Securities Act or ss.20
(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, to the extent arising from information furnished by or on behalf of such holderSeller, or its her successors or assigns for specific inclusion in such registration statement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Integrated Health Services Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to Seller (and the Company Shareholders) with respect to the IHS Stock Shares as provided in this Section 3.16, Buyer IHS covenants and agrees as follows:
(Ii) At Buyer's expense, Buyer will keep IHS shall promptly respond to reasonable inquiries of the Shareholders regarding the effectiveness of the registration statement filed hereunder, and qualification under this Section 3.1 effective (shall prepare and in compliance file with the Securities Act) by Commission such action amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary or appropriate to keep such registration statement effective for a period of one (1) year following and shall otherwise comply with the date on which provisions of the registration becomes effective, except Securities Act with respect to the extent that an exemption from disposition of all securities covered by such registration may be available. Buyer statement during such period in accordance with the methods of disposition by the Shareholders set forth in such registration statement.
(ii) IHS will immediately promptly notify the Company, Shareholders at any time when a prospectus relating to a registration statement under this Section 3.1 6 is required to be delivered under the Securities Act, Act and of the happening of any event known to Buyer IHS as a result of which the prospectus included in such registration statement, as then in effect, includes would include an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements set forth therein not misleading in light of the circumstances then existing. At the request of any Shareholder, IHS shall expeditiously prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to purchasers of the Shareholders' registered IHS Shares, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading.
(IIiii) Buyer shall IHS shall, upon request of the Shareholders, furnish the Company with such number of prospectuses as shall reasonably be requested.
(IIIiv) Buyer The Shareholders agree that if they sell their IHS Shares included in the registration statement they will do so in compliance with the disclosed method of disposition set forth therein, and shall discontinue any offers and sales thereunder upon notice from IHS that the registration statement relating to their IHS Shares is not current, until IHS gives further notice that offers and sales may be recommenced.
(v) IHS shall otherwise use its best efforts to comply with all applicable rules and regulations of the Commission.
(vi) In the event of the issuance of any stop order suspending the effectiveness of the registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any IHS Shares included in such registration statement for sale in any jurisdiction, IHS shall promptly use its reasonable commercial efforts to obtain the withdrawal of such order.
(vii) IHS shall cause all of the Shareholders' IHS Shares included in the registration statement to be listed on the NYSE.
(viii) IHS shall take all necessary action which may be required in qualifying or registering IHS Stock Shares included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanyShareholders, provided that Buyer IHS shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.; and
(IVix) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 6 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer shall indemnify the holders of IHS Stock to be sold pursuant to the registration statement, their successors and assigns, and each person, if any, who controls such holders within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 ("Exchange Act"), against all loss, claim, damage expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer or based upon written information furnished by Buyer filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by the Company expressly for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company or any controlling person of the Company in respect of which indemnity may be sought against Buyer pursuant to this subsection 3.1(e)(iv), the Company or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer in writing of the institution of such action and Buyer shall assume the defense of such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company or such controlling person). The Company or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer in connection with the defense of such action, or (B) Buyer shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Buyer (in which case, Buyer shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company and/or such controlling person shall be borne by Buyer. Except as expressly provided in the previous sentence, in the event that Buyer shall not previously have assumed the defenses of any such action or claim, Buyer shall not thereafter be liable to the Company or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement.
(V) The holders of IHS Stock to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify Buyer, its officers and directors and each person, if any, who controls Buyer within the meaning of ss.15 of the Securities Act or ss.20
(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising from information furnished by or on behalf of such holder, or its successors or assigns for specific inclusion in such registration statement.
Appears in 1 contract
Samples: Agreement for Sale and Purchase of Assets (Integrated Health Services Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Seller with respect to the IHS Stock as provided in this Section 3.12.9, Buyer covenants and IHS agrees as follows:
(Ii) At Buyer's expense, Buyer IHS will keep the registration and qualification under this Section 3.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one (1) year following the date on which the registration becomes effective, except to the extent that an exemption from registration may be available. Buyer will immediately promptly notify the Company, Seller at any time when a prospectus relating to a registration statement covering Seller's shares under this Section 3.1 2.9 is required to be delivered under the Securities Act, of the happening of any event known to Buyer IHS as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(IIii) Buyer IHS shall furnish the Company Seller with such number of prospectuses as shall reasonably be requested, and Seller agrees to comply with the prospectus delivery requirements of the Securities Act in connection with any sale of IHS Stock by it.
(IIIiii) Buyer IHS shall take all necessary action which may be required in qualifying or registering IHS Stock included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanySeller, provided that Buyer IHS shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IViv) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 2.9 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer shall indemnify the holders With respect to sales of IHS Stock to be sold in accordance with the provisions of this Section 2.9 pursuant to the registration statement, their IHS shall indemnify Seller and its successors and assigns, and the Parent, and each person, if any, who controls such holders Seller within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act"), against all loss, claim, damage expense or liability (including all expenses reasonably incurred in investigatingdamage, preparing or defending against any claim whatsoever) to which any fault of them may become subject under the Securities Act, the Exchange Act IHS and of Seller or any controlling person of Seller or the Parent shall be determined by reference to, among other statutethings, common law or otherwise, arising out of or based upon any whether the untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer or based upon written information furnished by Buyer filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of to state a material fact required relates to be stated therein information supplied by IHS or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by the Company expressly for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company Seller or any controlling person of Seller or the Company in respect of which indemnity may be sought against Buyer pursuant Parent and the parties' relative intent, knowledge, access to this subsection 3.1(e)(iv), the Company information and opportunity to correct or prevent such controlling person shall within thirty (30) days after the receipt thereby of a summons statement or complaint, notify Buyer in writing of the institution of such action and Buyer shall assume the defense of such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company or such controlling person). The Company or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer in connection with the defense of such action, or (B) Buyer shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Buyer (in which case, Buyer shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company and/or such controlling person shall be borne by Buyer. Except as expressly provided in the previous sentence, in the event that Buyer shall not previously have assumed the defenses of any such action or claim, Buyer shall not thereafter be liable to the Company or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statementomission.
(Vv) The holders of IHS Stock to be sold pursuant to a registration statement, Seller and Parent and their respective successors and assigns, shall severally, and not jointly, indemnify IHS and Buyer, its officers their respective officers, directors and directors advisers, and each person, if any, who controls IHS or Buyer within the meaning of ss.15 Section 15 of the Securities Act or ss.20
(aSection 20(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising from information that was furnished by or on behalf of such holderSeller, or its the Parent or its, respective successors or assigns for specific inclusion and which was included in the selling shareholder provisions in such registration statement. The indemnification rights set forth in this clause (v) shall be subject to the same procedures as are to be applied to the indemnification rights set forth in clause (iv) above, although references to Buyer and IHS on the one hand, and Seller and Parent, on the other hand, shall be reversed.
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Health Services Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Seller with respect to the IHS Stock as provided in this Section 3.12.4, Buyer IHS covenants and agrees as follows:
(I) At BuyerIHS's expense, Buyer IHS will keep the registration and qualification under this Section 3.1 2.4 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one (1) year following after the date on which Closing Date, or until Seller shall no longer own any of the registration becomes effectiveIHS Stock issued pursuant to this Agreement, whichever shall occur first, in each case except to the extent that IHS shall, at its expense, provide Seller and Coram with an opinion of counsel reasonably acceptable to Coram stating that an exemption from registration for the resale thereby of the IHS Stock may be availableavailable to the public on the New York Stock Exchange. Buyer IHS will immediately promptly notify the CompanySeller, at any time when a prospectus relating to a registration statement under this Section 3.1 the Shelf Registration Statement is required to be delivered under the Securities Act, of the happening of any event known to Buyer IHS as a result of which the prospectus included in such registration statementthe Shelf Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(II) Buyer At IHS's expense, IHS shall furnish the Company Seller with such number of prospectuses as shall reasonably be requestedrequested by Seller in connection with any actual or contemplated resales.
(III) Buyer Subject to the ultimate sentence in Section 2.4(d) above, at IHS's expense, IHS shall take all necessary action which may be required in qualifying or registering IHS Stock included in a registration statement Shelf Registration Statement for offering and sale resale under the securities or Blue Sky laws of such states as reasonably are requested by the Companyeach applicable state, provided that Buyer IHS shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IV) At IHS's expense, IHS shall prepare and promptly file with the Commission such amendments or supplements to a Shelf Registration Statement or prospectus as may be necessary to correct any statements or omissions in the Shelf Registration Statement or prospectus, and IHS will notify Seller if, at any time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred the result of which will cause any such prospectus or any other prospectus as then in effect to include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(V) IHS shall advise Seller promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of a Shelf Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(VI) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 Shelf Registration Statement will not, at the time any such registration statement Shelf Registration Statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or as necessary to correct any statement in any earlier filing of such registration statement Shelf Registration Statement or any amendments thereto. The registration statement Shelf Registration Statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer IHS shall indemnify and hold harmless the holders of IHS Stock to be sold pursuant to the registration statementSeller and Coram and their respective officers, their successors directors, employees, agents, representatives and assigns, Affiliates and each person, if any, who controls such holders any of them within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange ActEXCHANGE ACT"), against all loss, claim, damage damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever, and including reasonable costs and expenses of counsel) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement Shelf Registration Statement executed by Buyer IHS, or omission or alleged omission therefrom required to be stated therein as necessary to make the statements therein not misleading or as necessary to correct any statement in any earlier filing of such Shelf Registration Statement, or based upon written information furnished by Buyer IHS filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer IHS by the Company expressly Coram or Seller for use in such registration statementShelf Registration Statement (it being understood that IHS may rely on the representations and warranties of the Seller made pursuant to this Agreement in preparing the Shelf Registration Statement), any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company Seller or Coram or any controlling other person of the Company indemnified hereunder in respect of which indemnity may be sought against Buyer IHS pursuant to this subsection 3.1(e)(iv2.4(f)(vi), the Company or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer IHS in writing of the institution of such action and Buyer IHS shall assume the defense of such actionsaction, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company Seller or such controlling person). The Company IHS shall not settle any such action as to Seller, Coram or any such controlling other person without Coram's written consent, which shall not be unreasonably withheld. Seller, Coram or any such other person shall have the right to employ her, his, its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company Seller or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer IHS in connection with the defense of such action, or (B) Buyer IHS shall not have employed counsel to have charge of the defense of such actionaction within ten (10) days of the request therefor, or (C) such indemnified party or parties shall have reasonably concluded and notified IHS that there may be defenses available to her, him, it or them which are different from or additional to those available to Buyer IHS (in which case, Buyer IHS shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company Seller and/or such controlling person persons shall be borne by BuyerIHS. Except as expressly provided in Any delay of any person indemnified hereunder to give the previous sentence, in the event that Buyer foregoing notice shall not previously have assumed the defenses relieve IHS of any such action or claim, Buyer shall not thereafter be liable its indemnification obligations hereunder except to the Company or extent IHS is actually prejudiced by such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statementdelay.
(VVII) The holders of IHS Stock to be sold pursuant to a registration statementSeller, and their its successors and assigns, shall severallyindemnify IHS and Buyer their respective officers, directors, employees, agents, representatives and not jointly, indemnify Buyer, its officers and directors Affiliates and each person, if any, who controls Buyer any of them within the meaning of ss.15 of the Securities Act or ss.20
(a) of the Exchange Act against all loss, claim, damage, or expense or and liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise (Federal, State, local or otherwise), arising from information furnished (or required to be furnished in accordance with this Agreement) by or on behalf of such holderSeller or Coram, or its any of their respective successors or assigns for specific inclusion in such registration statementthe Shelf Registration Statement, any Exchange Act filing or any State Blue Sky Law filing.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Integrated Health Services Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Shareholders with respect to the IHS Stock as provided in this Section 3.1, Buyer covenants and agrees as follows:
(I) At Buyer's expense, Buyer will keep the registration and qualification under this Section 3.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one (1) year following the date on which the registration becomes effective, except to the extent that an exemption from registration may be availableentire Registration Period. Buyer will immediately notify the CompanyShareholders, at any time when a prospectus relating to a registration statement under this Section 3.1 is required to be delivered under the Securities Act, of the happening of any event known to Buyer as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(II) Buyer shall furnish the Company Shareholders with such number of prospectuses as shall reasonably be requested.
(III) Buyer shall take all necessary action which may be required in qualifying or registering IHS Stock included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanyShareholders, provided that Buyer shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IV) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer shall prepare and file with the Commission such amendments (including post-effective amendments) and supplements to the registration statement and the prospectus used in connection with the registration statement as may be necessary to keep the registration statement effective at all times during the Registration Period and, during such period, shall comply with the provisions of the Securities Act applicable to Buyer with respect to the disposition of all IHS Stock covered by the registration statement until such time as all of such stock has been disposed of in accordance with the intended methods of disposition by the Sellers thereof as set forth in the registration statement. Buyer shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of the registration statement and, if such an order is issued, shall use its best efforts to obtain the withdrawal of such order at the earliest possible time and to notify each Shareholder of the issuance of such order and the resolution thereof. Buyer shall indemnify the holders Shareholders of IHS Stock to be sold pursuant to the registration statement, their successors and assigns, and each person, if any, who controls such holders Shareholders within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 ("Exchange Act"), against all loss, claim, damage expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, or actions or proceedings whether commenced or threatened arising out of or based upon upon: (a) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or amendments thereto executed by Buyer or based upon written information furnished by Buyer filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or (b) the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading; or (c) any violation or alleged violation by Buyer of the Securities Act, Exchange Act or any state securities law or any rule or regulation; unless and only to the extent such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by any of the Company Shareholders expressly for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company Shareholders or any controlling person of the Company Shareholders in respect of which indemnity may be sought against Buyer pursuant to this subsection 3.1(e)(iv3.1(f)(iv), the Company Shareholders or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer in writing of the institution of such action and Buyer shall assume the defense of such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company Shareholders or such controlling person). The Company Shareholders or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company Shareholders or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer in connection with the defense of such action, or (B) Buyer shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Buyer (in which case, Buyer shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company Shareholders and/or such controlling person shall be borne by Buyer. Except as expressly provided in the previous sentence, in the event that Buyer shall not previously have assumed the defenses of any such action or claim, Buyer shall not thereafter be liable to the Company or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company Shareholders of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement.
(V) The holders Shareholders of IHS Stock to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify Buyer, its officers and directors and each person, if any, who controls Buyer within the meaning of ss.15 of the Securities Act or ss.20
(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising solely from information furnished by or on behalf of such holderShareholders, or its their successors or assigns in writing for specific inclusion in such registration statement.
Appears in 1 contract
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Shareholder with respect to the IHS Stock Shares as provided in this Section 3.17, Buyer IHS covenants and agrees as follows:
(Ii) At Buyer's expense, Buyer IHS will keep the registration and qualification under this Section 3.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one (1) year following the date on which the registration becomes effective, except to the extent that an exemption from registration may be available. Buyer will immediately promptly notify the CompanyShareholder, at any time when a prospectus relating to a registration statement under this Section 3.1 7 is required to be delivered under the Securities Act, of the happening of any event known to Buyer IHS as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(IIii) Buyer IHS shall furnish the Company Shareholder with such number of prospectuses as shall reasonably be requested.
(IIIiii) Buyer IHS shall take all necessary action which may be required in qualifying or registering IHS Stock Shares included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanyShareholder, provided that Buyer IHS shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IViv) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 7 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer IHS shall indemnify the holders of IHS Stock to be sold pursuant to the registration statementShareholder, their his successors and assigns, and each person, if any, who controls such holders the Shareholder within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 1934, as amended ("Exchange ActEXCHANGE ACt"), against all loss, claim, damage damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer IHS or based upon written information furnished by Buyer IHS filed in any jurisdiction in order to qualify IHS Stock Shares under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer IHS by the Company Seller or Shareholder expressly for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company or any controlling person of the Company Shareholder in respect of which indemnity may be sought against Buyer IHS pursuant to this subsection 3.1(e)(ivsubparagraph 7(f)(iv), the Company or such controlling person Shareholder shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer IHS in writing of the institution of such action and Buyer IHS shall assume the defense of such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company or such controlling personShareholder). The Company or such controlling person Shareholder shall have the right to employ its or their his own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such controlling person Shareholder unless (A) the employment of such counsel shall have been authorized in writing by Buyer IHS in connection with the defense of such action, or (B) Buyer IHS shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded (after notice to IHS) that there may be defenses available to it him or them which are different from or additional to those available to Buyer IHS (in which case, Buyer IHS shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company and/or Shareholder and such controlling person persons shall be borne by Buyer. Except as expressly provided in the previous sentence, in the event that Buyer shall not previously have assumed the defenses of any such action or claim, Buyer shall not thereafter be liable to the Company or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statementIHS.
(Vv) The holders of IHS Stock to be sold pursuant to a registration statementShareholder, and their his successors and assigns, shall severally, and not jointly, indemnify BuyerIHS, its officers and directors and each person, if any, who controls Buyer IHS within the meaning of ss.15 of the Securities Act or ss.20
(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising from information furnished by or on behalf of such holderShareholder, or its his successors or assigns for specific inclusion in such registration statement.
Appears in 1 contract
Samples: Agreement for Sale and Purchase of Assets (Integrated Health Services Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Sellers and Shareholders with respect to the IHS Stock as provided in this Section 3.12.4, Buyer covenants and agrees as followsthe following shall apply:
(I) At Buyer's expense, Buyer IHS will keep the registration and qualification under this Section 3.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one (1) year following the date on which the registration becomes effective, except to the extent that an exemption from registration may be available. Buyer will immediately promptly notify the Company, Sellers at any time when a prospectus relating to a registration statement covering any Sellers' shares under this Section 3.1 2.4 is required to be delivered under the Securities Act, of the happening of any event known to Buyer IHS as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and, to the extent required by applicable law, IHS shall promptly prepare and file with the SEC as appropriate a supplement or amendment to such prospectus so that, as thereafter timely delivered to the purchaser of any IHS Stock such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(II) Buyer IHS shall furnish the Company Sellers with such number of prospectuses as shall reasonably be requested, and Sellers agree to comply with the prospectus delivery requirements of the Securities Act in connection with any sale of IHS Stock by either of them.
(III) Buyer Subject to subsection (h) below, IHS shall take all necessary action which may be required in qualifying or registering IHS Stock included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanySellers, provided that Buyer IHS shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IV) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 2.4 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer shall indemnify the holders With respect to sales of IHS Stock to be sold in accordance with the provisions of this Section 2.4 pursuant to the registration statement, their successors IHS shall indemnify Sellers and assignsthe Transferees, and each person, if any, who controls such holders Sellers within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange ActEXCHANGE ACT"), against all loss, claim, damage damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon a sale by them pursuant to any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer IHS or based upon a sale by them pursuant to written information furnished by Buyer IHS filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE NYSE, NASDAQ, or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer IHS by the Company expressly any Seller or any Transferee for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company any Seller or any controlling person of the Company any Seller or any Transferee in respect of which indemnity may be sought against Buyer IHS pursuant to this subsection 3.1(e)(iv)subsection, the Company such Seller or such controlling person or such Transferee shall within thirty (30) days after the receipt thereby thereof of a summons or complaint, notify Buyer in writing of the institution of such action and Buyer shall assume the defense of such actions, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company or such controlling person). The Company or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer in connection with the defense of such action, or (B) Buyer shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Buyer (in which case, Buyer shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company and/or such controlling person shall be borne by Buyer. Except as expressly provided in the previous sentence, in the event that Buyer shall not previously have assumed the defenses of any such action or claim, Buyer shall not thereafter be liable to the Company or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement.
(V) The holders of IHS Stock to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify Buyer, its officers and directors and each person, if any, who controls Buyer within the meaning of ss.15 of the Securities Act or ss.20
(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising from information furnished by or on behalf of such holder, or its successors or assigns for specific inclusion in such registration statement.or
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Health Services Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Seller with respect to the shares of IHS Stock as provided in this Section 3.1, Buyer IHS covenants and agrees as follows:
(I) At Buyer's expense, Buyer IHS will keep the registration and qualification under this Section 3.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one (1) year following the date on which the registration becomes effective, except to the extent that an exemption from registration may be available. Buyer will immediately promptly notify the Company, Seller at any time when a prospectus relating to a registration statement under this Section 3.1 any Registration Statement is required to be delivered under the Securities Act, of the happening of any event known to Buyer IHS as a result of which the prospectus included in such registration statementthe Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(II) Buyer IHS shall furnish the Company Seller with such number of prospectuses as shall asshall reasonably be requestedrequested by Seller in connection with any actual or contemplated resales.
(III) Buyer Subject to the ultimate sentence in Section 3.1(c) above, IHS shall take all necessary action which may be required in qualifying or registering shares of IHS Stock included in a registration statement any Registration Statement for offering and sale resale under the securities or Blue Sky laws of such states as reasonably are requested by the Company, Seller provided that Buyer IHS shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IV) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 Registration Statements will not, at the time any such registration statement becomes Registration Statements become effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or as necessary to correct any statement in any earlier filing of such registration statement Registration Statements or any amendments thereto. The registration statement Registration Statements will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer IHS shall indemnify the holders of IHS Stock to be sold pursuant to the registration statement, their successors and assigns, Seller and each person, if any, who controls such holders the Seller within the meaning of ss.15 of the Securities Act or ss.20(a) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange ActEXCHANGE ACT"), against all loss, claim, damage damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any of such registration statement Registration Statements executed by Buyer IHS or based upon written information furnished by Buyer IHS filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE or any securities exchange; or the omission or alleged omission was made in reliance upon and in conformity with written information furnished to IHS or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer IHS by the Company expressly Seller for use in such registration statementany Registration Statement (it being understood that IHS may rely on the representations and warranties of the Group Members made pursuant to this Agreement in preparing the Registration Statement), any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company Seller or any controlling person of the Company Seller in respect of which indemnity may be sought against Buyer IHS pursuant to this subsection 3.1(e)(iv), the Company or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint, notify Buyer IHS in writing of the institution of such action and Buyer IHS shall assume the defense of such actionsaction, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company Seller or such controlling person). The Company Seller or such controlling person shall have the right to employ her, his, its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company Seller or such controlling person unless (A) the employment of such counsel shall have been authorized in writing by Buyer IHS in connection with the defense of such action, or (B) Buyer IHS shall not have employed counsel to have charge of the defense of such actionaction within fifteen (15) days of the date of its receipt of written request therefor referencing the consequences of failure to timely retain such counsel as set forth in this clause (iv), or (C) such indemnified party or parties shall have reasonably concluded and notified IHS that there may be defenses available to her, him, it or them which are different from or additional to those available to Buyer IHS (in which case, Buyer IHS shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company Seller and/or such controlling person persons shall be borne by Buyer. Except as expressly provided in the previous sentence, in the event that Buyer shall not previously have assumed the defenses of any such action or claim, Buyer shall not thereafter be liable to the Company or such controlling person in investigating, preparing or defending any such action or claim. Buyer agrees promptly to notify the Company of the commencement of any litigation or proceedings against Buyer or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statementIHS.
(V) The holders of IHS Stock to be sold pursuant to a registration statementSeller, and their its successors and assigns, shall severally, and not jointly, indemnify BuyerIHS, its officers and directors and each person, if any, who controls Buyer IHS within the meaning of ss.15 of the Securities Act or ss.20
(a) of the Exchange Act against all loss, claim, damage, or expense or and liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise (Federal, State, local or otherwise), arising from information furnished (or required to be furnished in accordance with this Agreement) by or on behalf of such holderany of the Group Members, or its any of their successors or assigns for specific inclusion in such registration statementthe Registration Statement, any Exchange Act filing or any State Blue Sky Law filing.
Appears in 1 contract
Samples: Property Purchase Agreement (Integrated Health Services Inc)
REGISTRATION PROCEDURES, ETC. In connection with the registration rights granted to the Company Sellers with respect to the IHS Stock as provided in this Section 3.12.5, Buyer covenants and IHS agrees as follows:
(Ii) At Buyer's expense, Buyer IHS will keep the registration and qualification under this Section 3.1 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one (1) year following the date on which the registration becomes effective, except to the extent that an exemption from registration may be available. Buyer will immediately promptly notify the Company, Sellers at any time when a prospectus relating to a registration statement covering any Seller's shares under this Section 3.1 2.5 is required to be delivered under the Securities Act, of the happening of any event known to Buyer IHS as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and, to the extent required by applicable law, IHS shall promptly prepare and file with the SEC as appropriate a supplement or amendment to such prospectus so that, as thereafter timely delivered to the purchaser of any IHS Stock such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(IIii) Buyer IHS shall furnish the Company Sellers with such number of prospectuses as shall reasonably be requested, and Sellers agree to comply with the prospectus delivery requirements of the Securities Act in connection with any sale of IHS Stock by it.
(IIIiii) Buyer IHS shall take all necessary action which may be required in qualifying or registering IHS Stock included in a registration statement for offering and sale under the securities or Blue Sky laws of such states as reasonably are requested by the CompanySellers, provided that Buyer IHS shall not be obligated to qualify as a foreign corporation or dealer to do business under the laws of any such jurisdiction.
(IViv) The information included or incorporated by reference in the the registration statement filed pursuant to this Section 3.1 2.5 will not, at the time any such registration statement becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing of such registration statement or any amendments thereto. The registration statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. Buyer shall indemnify the holders With respect to sales of IHS Stock to be sold in accordance with the provisions of this Section 2.5 pursuant to the registration statement, IHS shall indemnify Sellers and their permitted successors and assigns, and the Transferees, and each person, if any, who controls such holders Sellers within the meaning of ss.15 Section 15 of the Securities Act or ss.20(aSection 20(a) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act"), against all loss, claim, damage damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising out of or based upon a sale by them pursuant to any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by Buyer IHS or based upon a sale by them pursuant to written information furnished by Buyer IHS filed in any jurisdiction in order to qualify IHS Stock under the securities laws thereof or filed with the Commission, any state securities commission or agency, NYSE NYSE, NASDAQ, or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer IHS by the Company expressly any Seller or any Transferee for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Company any Seller or any controlling person of the Company any Seller or any Transferee in respect of which indemnity may be sought against Buyer IHS pursuant to this subsection 3.1(e)(iv)subsection, the Company such Seller or such controlling person or such Transferee shall within thirty (30) days after the receipt thereby thereof of a summons or complaint, notify Buyer IHS in writing of the institution of such action and Buyer IHS shall assume the defense of such actionsaction, including the employment and payment of reasonable fees and expenses of counsel (reasonably satisfactory to the Company counsel. Any Seller or such controlling person). The Company or any such controlling person or any such Transferee shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company such Sellers or such controlling person persons or such Transferee unless (A) the employment of such counsel shall have been authorized in writing by Buyer IHS in connection with the defense of such action, or (B) Buyer IHS shall not have employed counsel to have charge of the defense of such action, or (C) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Buyer IHS (in which case, Buyer IHS shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Company and/or Seller, such controlling person and such Transferees shall be borne by BuyerIHS and such law firm shall be reasonably acceptable to IHS. Except as expressly provided in the previous sentence, in the event that Buyer shall not previously have assumed any Seller, any such controlling person or any such Transferee assumes control of the defenses defense of any such action or claim, Buyer IHS shall not thereafter be liable to the Company such Seller or any such controlling person or such Transferee in investigating, preparing or defending any such action or claim. Buyer IHS agrees promptly to notify the Company Sellers of the commencement of any litigation or proceedings against Buyer IHS or any of its officers, directors or controlling persons in connection with the resale of IHS Stock or in connection with such registration statement. If the indemnification provided for in this Section 2.5 is held by a court of competent jurisdiction to be unavailable to any Seller or any controlling person of any Seller or any Transferee with respect to any loss, liability, claim, damage or expense referred to herein, then IHS in lieu of indemnifying any Seller or any controlling person of any Seller or any Transferee hereunder, shall contribute to the amount paid or payable by any Seller or any controlling person of such Seller or any such Transferee hereunder, as a result of such loss, liability, claim, damage, expense or liability in such proportion as is appropriate to reflect the relative fault of IHS on the one hand and of such Seller or any controlling person of such Seller or any Transferee on the other hand in connection with the statements or omissions which resulted in such loss, liability, claim, damage, expense, or liability, as well as any other relevant equitable considerations. The relative fault of IHS and of such Seller or any controlling person of such Seller or any Transferee shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by IHS or by such Seller or any controlling person of such Seller or any Transferee and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
(Vv) The holders of Sellers and any Transferee who proposes to sell IHS Stock to be sold pursuant to a registration statement, and their its, his or her respective successors and assigns, shall severally, and not jointly, indemnify IHS and Buyer, its officers their respective officers, directors and directors advisers, and each person, if any, who controls IHS or Buyer within the meaning of ss.15 Section 15 of the Securities Act or ss.20
(aSection 20(a) of the Exchange Act against all loss, claim, damage, or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or any other statute, common law or otherwise, arising from insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in a registration statement, a prospectus, or any amendment or supplement thereto filed by IHS in accordance with this Agreement, 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in a registration statement, a prospectus, or any amendment or supplement thereto filed in accordance with this Agreement in reliance upon and in conformity with written information furnished to IHS by or on behalf of such holderthe Sellers, or its any Transferee, or its, his or her respective successors or assigns for specific inclusion in such registration statementassigns.
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Health Services Inc)
