EXHIBIT 10.1
INDEMNIFICATION AGREEMENT
This Indemnification Agreement ("Agreement") is made and entered into
this 31st day of July, 1997, between Capital Media Group Limited (the "Company")
and Xxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx (collectively, the "Indemnified
Parties").
WHEREAS, the Company has engaged in a private placement of 7,017,543
shares of its authorized, but unissued common stock (the "Offered Shares"), on
the terms set forth in that certain Private Placement Memorandum, dated May 25,
1997, as supplemented by Supplement No. 1 thereto, dated June 25, 1997
(collectively, the "Memorandum");
WHEREAS, Unimedia, S.A. ("Unimedia") subscribed to purchase all of the
Offered Shares, and has transferred a portion of the Offered Shares to certain
third parties; and
WHEREAS, the Company has agreed to indemnify the Indemnified Parties in
certain respects, as enumerated herein.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
1. INDEMNIFICATION. The Company agrees to indemnify and hold harmless
each of the Indemnified Parties against any losses, claims, damages or
liabilities, joint or several, to which the Indemnified Parties may become
subject, under the Securities Act or otherwise, to the extent and only to the
extent such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any statement contained in the
Memorandum, or (ii) the omission or alleged omission to state in the Memorandum
a fact required to be stated therein or necessary to make the statements therein
not misleading; and will reimburse the Indemnified Parties for any legal or
other expenses reasonably incurred by the Indemnified Parties in connection with
investigating or defending any such loss, claim, damage, liability or action.
Notwithstanding the foregoing, the Company will not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based upon any of the following: (i) the trading by Unimedia of a portion of the
Offered Shares for ordinary shares of ActivCard S.A. ("ActivCard") and the sale
of such ActivCard shares in the market (unless such action, loss, claim, damage,
or liability arises by reason of a claim arising from the information contained
in the Memorandum); (ii) matters relating to the ownership and/or trading by
Unimedia of ActivCard shares in connection with its business activities,
including claims involving Xxxxxxx Xxxxx, Oradea Inc., Xxxxxxx Xxxxxx X'Xxxx or
Xxxxxx Xxxxx, or affiliates of any of such persons; or (iii) matters for which
indemnification is already provided for under Section 9 of that certain
Agreement and Plan of Reorganization, dated as of March 4, 1997, among the
Company, Unimedia and the stockholders of Unimedia (including the Indemnified
Parties), as same has been amended by Amendments 1, 2 and 3 thereof.
2. PROCEDURE. Within five (5) business days after receipt by an
Indemnified Party under this Agreement of notice of the commencement of any
action, such Indemnified Party will, if a claim in respect thereof is to be made
against the Company under this Agreement, notify in writing the Company of the
commencement thereof; but the omission to so notify the Company will not relieve
the Company from any liability under this Agreement so long as the Company is
not prejudiced by the failure to so notify. In case any such action is brought
against any Indemnified Party, and it notifies the Company of the commencement
thereof, the Company will be entitled to participate therein, and to the extent
that it may wish, to assume the defense thereof with counsel who shall be to the
reasonable satisfaction of such Indemnified Party. Notwithstanding the
foregoing, each Indemnified Party shall have the right to employ their own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Party unless (i) the employment of such counsel
has been authorized in writing by the Company in connection with the defense of
such action, (ii) the Company shall not have employed counsel reasonably
satisfactory to the Indemnified Party to take charge of the defense of such
action within a reasonable time after notice of commencement of the action, or
(iii) such Indemnified Party shall have reasonably concluded and have been so
advised in a written opinion from counsel reasonably satisfactory to the Company
that there may be defenses available to it or them (as to the specific issue for
which the Indemnified Party is being indemnified) which are different from or
additional to those available to the Company (in which case the Company shall
not have the right to direct the defense of such action on behalf of the
Indemnified Party), in any of which such events such fees and expenses shall be
borne by the Company. Anything in this subsection to the contrary
notwithstanding, the Company shall not be liable for any settlement of any claim
or action effected without its written consent, provided, however, that such
consent was not unreasonably withheld.
This Agreement is made and entered into as of the day and year first
above written.
CAPITAL MEDIA GROUP LIMITED
BY: /s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx, President
BY: /s/ XXXXXXX XXXXXXXX
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Xxxxxxx Xxxxxxxx, Co-Chairman
INDEMNIFIED PARTIES
/s/ XXXXXX XXXXXXXXX
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Xxxxxx Xxxxxxxxx
/s/ XXXXXX XXXXXXXXX
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Xxxxxx Xxxxxxxxx
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