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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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fact necessary to make the statements therein in light of the circumstances
under which they were made not misleading, except insofar as such losses,
claims, damages or liabilities are caused by any such untrue statement or
omission or alleged untrue statement or omission based upon information relating
to the Placement Agent or any Holder furnished to the Guarantor or the Obligors
in writing by the Placement Agent or any selling Holder expressly for use
therein; provided, however, that the foregoing indemnity with respect to a
Prospectus shall not inure to the benefit of the Placement Agent or any selling
Holder (or any other person indemnified pursuant to this paragraph (a)) to the
extent that any such losses, claims, damages or liabilities result from the fact
that the Placement Agent or such Holder sold Registrable Notes to a person to
whom there was not sent or given by or on behalf of the Placement Agent or such
Holder a copy of an amended or supplemented Final Prospectus at or prior to the
written confirmation of the sale of the Registrable Notes to such person (if the
Guarantor and the Obligors shall have furnished such amendment or supplement to
the Final Prospectus to the Placement Agent or such Holder prior to the written
confirmation of such sale), and if the losses, claims, damages or liabilities
result from an untrue statement or alleged untrue statement or an omission or
alleged omission contained in the Final Prospectus that was corrected in such
amendment or supplement to the Final Prospectus. In connection with any
Underwritten Offering permitted by Section 3, the Guarantor and each Obligor
will also indemnify the Underwriters, if any, selling brokers, dealers and
similar securities industry professionals participating in the distribution,
their officers and directors and each Person who controls such Persons (within
the meaning of the 1933 Act and the 1934 Act) to the same extent as provided
above with respect to the indemnification of the Holders, if requested in
connection with any Registration Statement.

          (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Guarantor and each Obligor, the Placement Agent and the other
selling Holders, and each of their respective directors, officers who sign the
Registration Statement and each Person, if any, who controls the Guarantor, any
Obligor, the Placement Agent and any other selling Holder within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same
extent as the foregoing indemnity from the Guarantor and each Obligor to the
Placement Agent and the Holders, but only with reference to information relating
to such Holder furnished to the Guarantor and each Obligor in writing by such
Holder expressly for use in any Registration Statement (or any amendment
thereto) or any Prospectus (or any amendment or supplement thereto).

          (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either paragraph (a) or paragraph (b) above, such person (the
"indemnified party") shall promptly notify the person against whom such
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indemnity may be sought (the "indemnifying party") in writing and the
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indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified