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FORM OF REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement"), dated as of July 25, 2000,
is made and entered into by and among Liberty Livewire Corporation, a Delaware
corporation (the "Company"), and Xxxx X. Xxxxxxxx, a natural person residing at
00 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000 (the "Holder", which term shall also include
the successors and assigns of Holder).
Recitals
A. The Company and the Holder are parties to the (1) Agreement and Plan
of Merger, dated as of June 21, 2000, among Liberty Livewire Corporation, LWIR
T-Co Acquisition Sub 1, Inc., Triumph Communications Inc. and the Holder, (2)
Agreement and Plan of Merger, dated as of June 21, 2000, among Liberty Livewire
Corporation, LWIR T-Co Acquisition Sub 2, Inc., Triumph Communications & Fiber
Services Inc. and the Holder, (3) Agreement and Plan of Merger, dated as of June
21, 2000, among Liberty Livewire Corporation, LWIR T-Co Acquisition Sub 3, Inc.,
Triumph Communications & Leasing Services Inc. and the Holder, (4) Agreement and
Plan of Merger, dated as of June 21, 2000, among Liberty Livewire Corporation,
LWIR T-Co Acquisition Sub 4, Inc., American Simulcast Corp. and the Holder, and
(5) Limited Liability Company Interest Purchase Agreement, dated as of June 21,
2000, among Liberty Livewire Corporation, The Triumph Switch Company, LLC and
the Holder (the "Transaction Agreements").
B. Pursuant to the Transaction Agreements, the Company has delivered to
the Holder ________ shares of its Class A Common Stock, par value $.01 per share
("Common Stock").
C. This is the registration rights agreement contemplated by the
Transaction Agreements.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements and covenants hereinafter set forth, the parties hereto agree as
follows:
1. Certain Definitions. As used in this Agreement, the following terms
have the corresponding meanings:
Agreement: As defined in the Preamble.
Business Day: Any day other than a Saturday, Sunday or holiday
on which banking institutions in New York, New York are
authorized to be closed.
Commission: The Securities and Exchange Commission, or any
other federal agency at the time administering the Securities
Act or the Exchange Act.
Common Stock: As defined in the Preamble.
Company: As defined in the Preamble.
Company Indemnified Parties: As defined in Section 6.2.
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Exchange Act: The Securities and Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and
regulations of the Commission promulgated thereunder, as they
each may, from time to time, be in effect.
Holder: As defined in the Preamble.
Indemnified Party: As defined in Section 6.3.
Indemnifying Party: As defined in Section 6.3.
Losses: As defined in Section 6.1.
Permitted Transferee: With respect to Holder shall mean (1) a
custodian under the Uniform Gifts to Minors Act or similar
fiduciary for the exclusive benefit of Holder's children
during their lives or to a trust described in Section 664 of
the Internal Revenue Code of 1986, as amended of which Holder
or members of his family (and no other persons) are income
beneficiaries or (2) a person receiving Registrable Shares by
testamentary or intestate disposition.
Prospectus: The prospectus included in the Registration
Statement as of the date it becomes effective under the
Securities Act and, in the case of references to the
Prospectus as of a date subsequent to the effective date of
the Registration Statement, as amended or supplemented as of
such date, including all documents incorporated by reference
therein, as amended, and each prospectus supplement relating
to the offering and sale of any of the Registrable Shares.
Registrable Shares: Shares of Common Stock acquired by the
Holder pursuant to the Transaction Agreements, and any other
shares of capital stock of the Company issued in respect of
such shares as a result of stock splits, stock dividends,
reclassification, recapitalizations, mergers, consolidations
or similar events. References in this Agreement to amounts or
percentages of Registrable Shares as of or on any particular
date shall be deemed to refer to amounts or percentages after
giving effect to any applicable events contemplated by the
preceding sentence. Any Registrable Share will cease to be a
Registrable Share when (i) a registration statement covering
such Registrable Share has been declared effective by the
Commission and such Registrable Share has been disposed of
pursuant to such effective registration statement, (ii) such
Registrable Share may be publicly resold without registration
under the Securities Act and without being subject to the
volume limitations provided for in Rule 144 under the
Securities Act (it being understood that if the aggregate
number of Registrable Shares that the Holder desires to sell
is less than the maximum number of shares that can be sold by
the Holder under Rule 144 within a three month period, such
shares shall be deemed not to be subject to such volume
limitations) or (iii) such Registrable Share is no longer held
by the Holder.
Registration Statement: A registration statement of the
Company on any form (to be selected by the Company) for which
the Company then qualifies and which
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permits the secondary resale thereunder of the number of
Registrable Shares required pursuant to this Agreement to be
included therein. The term "Registration Statement" shall also
include all exhibits and financial statements and schedules
and documents incorporated by reference in such Registration
Statement when it becomes effective under the Securities Act,
and in the case of the references to the Registration
Statement as of a date subsequent to the effective date, as
amended or supplemented as of such date.
Securities Act: The Securities Act of 1933, as amended, or any
successor federal statute, and the rules and regulations of
the Commission promulgated thereunder, as they each may, from
time to time, be in effect.
Seller Indemnified Parties: As defined in Section 6.1.
Selling Stockholder: A Holder whose Registrable Shares are
included at the request of such Holder in any Registration
Statement filed pursuant to Section 2
Transaction Agreements: As defined in the Preamble.
2. Piggyback Registration
2.1 Whenever the Company proposes to register any shares of Common Stock
under the Securities Act in connection with a primary or secondary
registration of shares of Common Stock to be offered and sold to the
public for cash in (i) an underwritten public offering or (ii) on a
delayed or continuous basis pursuant to Rule 415 under the Securities
Act, and the registration form to be used for such registration may be
used for the registration of Registrable Shares (a "Piggyback
Registration"), the Company will give prompt written notice to all
holders of Registrable Shares of its intention to effect such a
registration and will use commercially reasonable efforts to include in
such registration all Registrable Shares with respect to which the
Company has received written requests for inclusion therein within 15
days after the receipt of the Company's notice. Anything contained
herein to the contrary notwithstanding, the Company shall not be
required to register any Registrable Shares pursuant to this Section 2
if, within six months preceding the initial filing date of any
Piggyback Registration, the Company had included any Registrable Shares
in a registration statement pursuant to this Section 2. Except as
provided in the immediately preceding sentence and in Section 3 hereof,
the Holders shall be entitled to request an unlimited number of
registrations pursuant to this Section 2.
2.2 If a Piggyback Registration is an underwritten primary or secondary
offering, and the managing underwriters advise the Company that in
their judgment the number of securities requested to be included in
such registration exceeds the number that can be sold in such offering
without adversely affecting the marketability of the offering, the
Company will include in such registration (i) first, the securities
proposed to be sold by the Company (in a primary offering) or the
selling stockholders initiating such registration (in a secondary
offering), (ii) second, the securities proposed to be sold by the
Company (in a secondary offering), (iii) third, the Registrable Shares
requested to be
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included in such registration and any other securities requested to be
included in such registration by persons with contractual piggyback
registration rights, pro rata among the holders of such securities on
the basis of the number of shares owned by each such holder, and (iv)
fourth, any other securities.
3. Limitations on Registration Rights.
Notwithstanding the provisions of Section 2 hereof, the Company shall
not be required to effect or maintain any registration if (i) the Company, in
order to comply with such request, would be required to undergo a special
interim audit, or prepare and file with the Commission sooner than would
otherwise be required pro forma or other financial statements relating to any
proposed or probable transaction; or (ii) the Common Stock is not registered
under Section 12(b) or 12(g) of the Exchange Act.
4. Obligations with Respect to Registration.
4.1 If and whenever the Company is obligated by the provisions of this
Agreement to effect the registration of any Registrable Shares under
the Securities Act, the Company shall:
4.1.1 subject to Section 4.2, use its diligent efforts to cause the
Registration Statement to remain effective, and to prepare and file
(or cause to be prepared and filed) with the Commission any
amendments and supplements to the Registration Statement and to the
Prospectus used in connection therewith as may be necessary to keep
the Prospectus current and in compliance in all material respects
with the provisions of the Securities Act, until the sooner to
occur of the sale of all of the Registrable Shares covered by such
Registration Statement or the 90th day following the effective date
of such Registration Statement;
4.1.2 notify the Selling Stockholders, (A) when a Registration Statement
becomes effective, (B) when the filing of a post-effective
amendment to a Registration Statement or supplement to the
Prospectus is required, when the same is filed, and in the case of
a post-effective amendment, when the same becomes effective, (C) of
any request by the Commission for any amendment of or supplement to
a Registration Statement or any Prospectus relating thereto or for
additional information and (D) of the entry of any stop order
suspending the effectiveness of such Registration Statement or of
the initiation of any proceedings for that purpose;
4.1.3 furnish to each Selling Stockholder, without charge, a conformed
copy of the Registration Statement as declared effective by the
Commission and of each post-effective amendment thereto, and such
number of copies of the final Prospectus and of each supplement
thereto as may reasonably be required to facilitate the
distribution of the Registrable Shares of such Selling Stockholders
included in such Registration Statement;
4.1.4 register or qualify the Registrable Shares covered by a
Registration Statement under the securities or blue sky laws of
such jurisdictions in the United States as the Selling Stockholders
shall reasonably request, and do any and all other acts and things
which
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may be necessary to enable each Selling Stockholder whose
Registrable Shares are covered by such Registration Statement to
consummate the disposition in such jurisdictions of such
Registrable Shares in accordance with a method of distribution
described in such Registration Statement; provided, however, that
the Company shall not in any event be required to qualify to do
business as a foreign corporation or as a dealer in any
jurisdiction where it is not so qualified, to conform its
capitalization or the composition of its assets at the time to the
securities or blue sky laws of such jurisdiction, to execute or
file any general consent to service of process under the laws of
any jurisdiction, to take any action that would subject it to
service of process in suits other than those arising out of the
offer and sale of the Registrable Shares covered by such
Registration Statement, or to subject itself to taxation in any
jurisdiction where it has not theretofore done so;
4.1.5 cause such Registrable Shares covered by a Registration Statement
to be listed on the principal exchange or exchanges or qualified
for trading on the principal over-the-counter market on which the
Common Stock is then listed or traded, upon the sale of such
Registrable Shares pursuant to such Registration Statement; and
4.1.6 provide a transfer agent and registrar for all Registrable Shares
registered pursuant to such registration statement and a CUSIP
number for all such Registrable Shares, in each case not later than
the effective date of such registration.
4.2 Notwithstanding anything to the contrary contained herein, if at any
time after the filing of a Registration Statement or after it is
declared effective by the Commission, the Company determines, in its
reasonable business judgment, that such registration and offering could
interfere with or otherwise adversely affect any financing,
acquisition, corporate reorganization, or other material transaction or
development involving the Company or any of its affiliates or require
the Company to disclose matters that otherwise would not be required to
be disclosed at such time, then the Company may require the suspension
by each Selling Stockholder of the distribution of any of the
Registrable Shares by giving notice to such Selling Stockholder;
provided, however, that the Company shall not suspend such distribution
in this manner more than once in any nine-month period. In the event
that such notice is given, then until the Company has determined, in
its reasonable business judgment, that such registration and offering
would no longer interfere with the matters described in the preceding
sentence and has given notice thereof to the Selling Stockholders, the
Company's obligations under Section 2, if the Registration Statement
has not become effective, or under Section 4.1.1, if the Registration
Statement has become effective, will be suspended. In the event of a
suspension pursuant to this Section 4.2 after a Registration Statement
has been declared effective, the ninety-day period of effectiveness of
such Registration Statement referred to in Section 4.1.1 will be
extended by a number of days equal to the total number of days for
which the distribution of Registrable Shares included in such
Registration Statement by the Selling Stockholder has been suspended
under this Section 4.2.
4.3 the Company's obligations under this Agreement to a Selling Stockholder
shall be conditioned upon such Selling Stockholder's compliance with
the following:
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4.3.1 such Selling Stockholder shall cooperate with the Company in
connection with the preparation of the Registration Statement, and
for so long as the Company is obligated to keep the Registration
Statement effective, such Selling Stockholder will provide to the
Company, in writing, for use in the Registration Statement, all
information regarding such Selling Stockholder and such other
information as may be necessary to enable the Company to prepare
the Registration Statement and Prospectus covering the Registrable
Shares and to maintain the currency and effectiveness thereof;
4.3.2 such Selling Stockholder shall permit the Company, the proposed
underwriters, agents or broker-dealers of the offering or other
distribution and their respective representatives and agents to
examine such documents and records and shall supply any information
as they may reasonably request in connection with the offering or
other distribution in which such Selling Stockholder proposes to
participate;
4.3.3 such Selling Stockholder shall enter into such agreements with the
Company and any underwriter, broker-dealer or similar securities
industry professional containing representations, warranties,
indemnities and agreements as are in each case customarily entered
into and made by selling shareholders, and will cause its counsel
to give any legal opinions customarily given, in secondary
distributions under similar circumstances;
4.3.4 during such time as such Selling Stockholder may be engaged in a
distribution of the Registrable Shares, such Selling Stockholder
will comply with all applicable laws and Commission regulations and
pursuant thereto will, among other things: (A) not engage in any
stabilization activity in connection with the securities of the
Company in contravention of such rules; (B) distribute the shares
owned by such Selling Stockholder solely in the manner described in
the Registration Statement; (C) cause to be furnished to each
underwriter, agent or broker-dealer to or through whom the
Registrable Shares owned by such Selling Stockholder may be
offered, or to the offeree if an offer is made directly by the
Selling Stockholder, such copies of the Prospectus (as amended and
supplemented to such date) and documents incorporated by reference
therein as may be required by such underwriter, agent,
broker-dealer or offeree; and (D) not bid for or purchase any
securities of the Company or attempt to induce any person to
purchase any securities of the Company other than as permitted
under the Exchange Act;
4.3.5 other than in the case of an underwritten public offering, at least
ten (10) days prior to any distribution of Registrable Shares, such
Selling Stockholders will advise the Company in writing of the
dates on which the distribution will commence and terminate, the
number of the Registrable Shares to be sold, the terms and the
manner of sale (including, to the extent applicable, the purchase
price, the name of any underwriter, agent or broker-dealer to or
through whom such distribution is being made, and the amount of any
selling commissions or other items constituting compensation to
such underwriter, agent or broker-dealer) and the number of shares
of Common Stock that will be owned beneficially by such Selling
Stockholder after giving effect to such sale; and
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4.3.6 on notice from the Company of the happening of any of the events
specified in clauses (B), (C) or (D) of Section 4.1.2, or that, as
set forth in Section 4.2, it requires the suspension by such
Selling Stockholder of the distribution of any of the Registrable
Shares, then such Selling Stockholder shall cease offering or
distributing the Registrable Shares until such time as the Company
notifies such Selling Stockholder that offering and distribution of
the Registrable Shares may recommence.
5. Expenses of Registration.
All expenses in connection with any Registration Statement, any
qualification or compliance with federal or state laws required in connection
therewith, and the distribution of the Registrable Shares shall, as between the
Selling Stockholders and the Company, be borne as follows:
5.1 the Company shall pay and be responsible for the registration fee
payable under the Securities Act; blue sky fees and expenses, if
applicable (subject to the limitations set forth in Section 4.1.4);
printing fees; all fees and disbursements of the Company's counsel and
accountants; and fees with respect to filings required to be made with
the National Association of Securities Dealers. In its reasonable
discretion, the Company may, in lieu of engaging the services of a
financial printing company with respect to the Registration Statement
or the Prospectus, arrange for the photocopying thereof, in which event
the Company will bear the applicable photocopying costs.
5.2 The Selling Stockholders shall pay all fees and disbursements of their
own counsel and advisers, all stock transfer fees (including the cost
of all transfer tax stamps) or expenses, if any, and all other expenses
(including underwriting or brokerage discounts, commissions and fees)
related to the distribution of the Registrable Shares that have not
expressly been assumed by the Company as set forth above.
6. Indemnification.
6.1 The Company shall indemnify and hold harmless each Selling Stockholder
and each person (if any) who controls such Selling Stockholder within
the meaning of either the Securities Act or the Exchange Act
(collectively, the "Seller Indemnified Parties") from and against any
losses, claims, damages or liabilities (collectively "Losses"), joint
or several, to which such Seller Indemnified Parties may become
subject, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) are based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus, or any omission or alleged
omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; or (ii) any
violation by the Company or any person who controls the Company within
the meaning of either the Securities Act or the Exchange Act of any
federal or state securities law or rule or regulation thereunder; and,
subject to Section 6.3, the Company shall reimburse such Seller
Indemnified Parties for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such Losses;
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provided, however, that the Company will not indemnify or hold harmless
any Seller Indemnified Party from or against any such Losses (i) that
arise out of or are based upon any violation of any federal or state
securities laws, rules or regulations committed by any of the Seller
Indemnified Parties (or any person who controls any of them or any
agent, broker-dealer or underwriter engaged by them) or in the case of
a non-underwritten offering, any failure by such Selling Stockholder to
give any purchaser of Registrable Shares at or prior to the written
confirmation of such sale, a copy of the most recent Prospectus or (ii)
if the untrue statement, omission or allegation thereof upon which such
Losses or expenses are based (x) was made in reliance upon and in
conformity with the information provided by or on behalf of any Seller
Indemnified Party specifically for use or inclusion in the Registration
Statement or any Prospectus, or (y) was made in any Prospectus used
after such time as the Company advised such Selling Stockholder that
the filing of a post-effective amendment or supplement thereto was
required, except the Prospectus as so amended or supplemented, or (z)
was made in any Prospectus used after such time as the obligation of
the Company hereunder to keep the Registration Statement effective and
current has expired or been suspended hereunder.
6.2 Each Selling Stockholder, individually and not jointly, agrees to
indemnify and hold harmless the Company, its directors and officers and
each person, if any, who controls the Company within the meaning of
either the Securities Act or the Exchange Act (the "Company Indemnified
Parties"), from and against any Losses, joint or several, to which
Company Indemnified Parties may become subject, insofar as such Losses
(or actions in respect thereof) arise out of or are based upon (i) any
untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the Prospectus, or any
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading,
if the statement or omission was made in reliance upon and in
conformity with the information provided by or on behalf of such
Selling Stockholder or any person who controls such Selling Stockholder
specifically for use or inclusion in the Registration Statement or any
Prospectus, or (ii) the use of any Prospectus after such time as the
Company has advised such Selling Stockholder that the filing of a
post-effective amendment or supplement thereto is required, except the
Prospectus as so amended or supplemented, or (iii) the use of any
Prospectus after such time as the obligation of the Company hereunder
to keep the Registration Statement effective and current has expired or
been suspended hereunder, or (iv) any violation by such Selling
Stockholder or any person who controls such Selling Stockholder within
the meaning of either the Securities Act or the Exchange Act (or any
agent, broker-dealer or underwriter engaged by such Selling Stockholder
or any such controlling person) of any federal or state securities law
or rule or regulation thereunder or in the case of a non-underwritten
offering, any failure by such Selling Stockholder to give any purchaser
of Registrable Shares at or prior to the written confirmation of such
sale, a copy of the most recent Prospectus; and, subject to Section
6.3, such Selling Stockholder will reimburse such Company Indemnified
Parties for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such Losses. For
purposes of clause (i) of the preceding sentence and clause (ii) of the
last sentence of Section 6.1, but without limiting the generality
thereof, any information concerning any Seller
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Indemnified Party or plan of distribution of Registrable Shares
included in any Registration Statement or Prospectus which is provided
to the Selling Stockholder for his review within a reasonable period
before filing or use thereof and to which the information such Selling
Stockholder has not promptly provided written notice of objection to
the Company shall be deemed to have been provided by such Selling
Stockholder specifically for use in such Registration Statement or
Prospectus.
6.3 Each party entitled to indemnification under this Section 6 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which
indemnity may be sought, and the Indemnifying Party may participate at
its own expense in the defense, or if it so elects, to assume the
defense of any such claim and any action or proceeding resulting
therefrom, including the employment of counsel and the payment of all
expenses. The failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party from its
obligations to indemnify such Indemnified Party, except to the extent
the Indemnified Party's failure to so notify actually prejudices the
Indemnifying Party's ability to defend against such claim, action or
proceeding. In the event that the Indemnifying Party elects to assume
the defense in any action or proceeding, the Indemnified Party shall
have the right to employ separate counsel in any such action or
proceeding and to participate in the defense thereof, but the fees and
expenses of such separate counsel shall be such Indemnified Party's
expense unless (i) the Indemnifying Party has agreed to pay such fees
and expenses or (ii) the named parties to any such action or proceeding
(including any impleaded parties) include an Indemnified Party and the
Indemnifying Party, and such Indemnified Party shall have been advised
by counsel that there may be a conflict of interest between such
Indemnified Party and the Indemnifying Party in the conduct of the
defense of such action (in which case, if such Indemnified Party
notifies the Indemnifying Party in writing that it elects to employ
separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not assume the defense of such action or
proceeding on such Indemnified Party's behalf, it being understood,
however, that the Indemnifying Party shall not, in connection with any
one such action or proceeding or separate but substantially similar or
related actions or proceedings arising out of the same general
allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys at any time for
all Indemnified Parties, which firm shall be designated in writing by
the Selling Stockholder(s) or the Company as the case may be). No
Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of the Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in
respect to such claim or litigation. The Indemnifying Party shall not
be liable for any settlement of any such action or proceeding effected
without its written consent, but if settled with its written consent,
or if there be a final judgment for the plaintiff in any such action or
proceeding, the Indemnifying Party shall indemnify and hold harmless
the Indemnified Party from and against any loss or liability by reason
of such settlement or judgment.
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6.4 If the indemnification provided for under this Section 6 is unavailable
to or insufficient to hold the Indemnified Party harmless under
subparagraphs 6.1 or 6.2 above in respect of any Losses referred to
therein for any reason other than as specified therein, then the
Indemnifying Party shall contribute to the amount paid or payable by
such Indemnified Party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Indemnifying Party on the one hand
and such Indemnified Party on the other from the subject offering or
distribution or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Indemnifying Party on the one
hand and such Indemnified Party on the other in connection with the
statements or omissions which resulted in such Losses as well as any
other relevant equitable considerations. The relative benefits received
by the Indemnifying Party on the one hand and the Indemnified Party on
the other hand shall be deemed to be in the same proportion as the net
proceeds of the offering or other distribution (after deducting
expenses) received by the Indemnifying Party bears to the net proceeds
of the offering or other distribution (after deducting expenses)
received by the Indemnified Party. The relative fault shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by
(or omitted to be supplied by) the Company or the Selling Stockholders,
the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission, the
relative benefits received by each party from the sale of the
Registrable Shares and any other equitable considerations appropriate
under the circumstances. The amount paid or payable by an Indemnified
Party as a result of the Losses referred to above in this subsection
6.4 shall be deemed to include any legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or
defending any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.
7. Notices.
All notices, requests, demands, waivers and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered
personally or mailed, certified or registered mail with postage prepaid, or sent
by telex, telegram or telecopier, as follows:
if to the Company:
Liberty Livewire Corporation
000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxxx
Facsimile: (000) 000-0000
and
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if to the Holder:
Xxxx X. Xxxxxxxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
or to such other person or address as any party shall specify by notice in
writing to the other party. All notices and other communications given to a
party in accordance with the provisions of this Agreement shall be deemed to
have been given (i) three Business Days after the same are sent by certified or
registered mail, postage prepaid, return receipt requested, (ii) when delivered
by hand or transmitted by telecopy (answer back received) or (iii) one Business
Day after the same are sent by a reliable overnight courier service, with
acknowledgment of receipt requested. Notwithstanding the preceding sentence,
notice of change of address shall be effective only upon actual receipt thereof.
8. Amendment.
Any provision of this Agreement may be amended or modified in whole or in part
at any time by an agreement in writing among the Company and the Holders who
hold a majority of the Registrable Shares then outstanding, executed in the same
manner as this Agreement. No consent, waiver or similar act shall be effective
unless in writing.
9. Entire Agreement.
This Agreement constitutes the entire agreement among the parties hereto and
supersedes all prior agreements and understandings, oral and written, among the
parties hereto with respect to the subject matter hereof.
10. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed to be an original, but all of which together shall constitute one and
the same instrument.
11. Governing Law.
This Agreement shall be governed by and interpreted in accordance with the
internal laws of the State of New York, without giving effect to principles of
conflicts of laws.
12. Assignment.
No Holder may assign its rights under this Agreement without the prior written
consent of the Company. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
LIBERTY LIVEWIRE CORPORATION
By:
-----------------------------------
Name:
Title:
-----------------------------------------
Xxxx X. Xxxxxxxx
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