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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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          (ii) the application of the Shelf Registration procedures set forth in
     Section 3 of this Agreement to an Exchange Offer Registration, to the
     extent not required by the positions of the Staff of the SEC or the 1933
     Act and the rules and regulations thereunder, will be in conformity with
     the reasonable request to the Guarantor and the Obligors by the Placement
     Agent or with the reasonable request in writing to the Guarantor and the
     Obligors by one or more broker-dealers who certify to the Placement Agent
     and the Guarantor and the Obligors in writing that they anticipate that
     they will be Participating Broker-Dealers; and provided further that, in
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     connection with such application of the Shelf Registration procedures set
     forth in Section 3 to an Exchange Offer Registration, the Guarantor and the
     Obligors shall be obligated (x) to deal only with one entity representing
     the Participating Broker-Dealers, which shall be the Placement Agent unless
     it elects not to act as such representative, (y) to pay the fees and
     expenses of only one counsel representing the Participating Broker-Dealers,
     which shall be counsel to the Placement Agent unless such counsel elects
     not to so act and (z) to cause to be delivered only one, if any, "cold
     comfort" letter with respect to the Prospectus in the form existing on the
     last Exchange Date and with respect to each subsequent amendment or
     supplement, if any, effected during the period specified in clause (i)
     above.

          (c)  The Placement Agent shall have no liability to the Guarantor, the
Obligors or any Holder with respect to any request that it may make pursuant to
Section 4(b) above.

          5.   Indemnification and Contribution.
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          (a)  The Guarantor and each of the Obligors jointly and severally
agree to indemnify and hold harmless the Placement Agent, each Holder and each
person, if any, who controls the Placement Agent or any Holder within the
meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or
is under common control with, or is controlled by, the Placement Agent or any
Holder, from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
by the Placement Agent, any Holder or any such controlling or affiliated person
in connection with defending or investigating any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement (or any amendment thereto) pursuant to which
Exchange Notes or Registrable Notes were registered under the 1933 Act,
including all documents incorporated therein by reference, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (as amended or supplemented if the Guarantor and the
Obligors shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material