{"id":43891,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/registration-rights-agreement-windmere-durable-holdings-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-windmere-durable-holdings-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-windmere-durable-holdings-inc.html","title":{"rendered":"Registration Rights Agreement &#8211; Windmere-Durable Holdings Inc. and Salton\/Maxim Housewares Inc."},"content":{"rendered":"<pre>\n                         REGISTRATION RIGHTS AGREEMENT\n\n         This Registration Rights Agreement (this 'Agreement') is entered into\nas of July 11, 1996 by and between Windmere-Durable Holdings, Inc., a Florida\ncorporation (the 'Investor') and Salton\/Maxim Housewares, Inc., a Delaware\ncorporation (the 'Company').\n\n         A.      The Investor and the Company have entered into that certain\nStock Purchase Agreement dated as of February 27, 1996 (the 'Stock Purchase\nAgreement'), pursuant to which the Investor is acquiring certain shares of the\nCompany's Common Stock.\n\n         B.      The Investor and the Company are also parties to a Stockholder\nAgreement dated as of February 27, 1996 (the 'Stockholder Agreement'), pursuant\nto which the Investor and the Company establish certain terms and conditions\nconcerning the Investor's investment in the Company and the Company's corporate\ngovernance.\n\n         C.      The execution and delivery of this Agreement is a material\ninducement and consideration to the Investor to enter into the Stock Purchase\nAgreement and a condition to the transactions contemplated thereby.\n\n         NOW, THEREFORE, in consideration of the foregoing premises and the\nrepresentations, warranties, and covenants set forth in this Agreement, the\nInvestor and the Company hereby agree as follows:\n\n\n                                   ARTICLE 1\n                                  DEFINITIONS\n\n         Capitalized terms used in this Agreement without definition shall have\nthe respective meanings accorded to them in the Stockholder Agreement.\nCapitalized terms used in this Agreement and not otherwise defined herein or in\nthe Stockholder Agreement shall have the respective meanings set forth below.\n\n         'ADVERSE DISCLOSURE' means public disclosure of material non-public\ninformation relating to a Significant Transaction, which disclosure, in the\ngood faith judgment of a majority of the Company Directors, (i) would be\nrequired to be made in any registration statement filed with the Commission by\nthe Company so that such registration statement would not be materially\nmisleading; and (ii) would have an adverse effect on the Company's ability to\ncomplete such Significant Transaction, or the terms upon which such Significant\nTransaction can be completed.\n\n\n         'COMMISSION' means the Securities and Exchange Commission.\n\n\n\n\n         'DEMAND REGISTRATION' has the meaning set forth in Section 2.1.\n\n         'REGISTER,' 'REGISTERED' and 'REGISTRATION' refer to a registration\neffected by preparing and filing of an appropriate registration statement with\nthe Commission in compliance with the Securities Act.\n\n         'REGISTRABLE SHARES' means (i) the shares of Common Stock acquired by\nthe Investor pursuant to the Stock Purchase Agreement and (ii) other shares of\nCommon Stock acquired by the Investor from time to time not in violation of the\nStock Purchase Agreement or the Stockholder Agreement.  All Registrable Shares\nshall cease to be Registrable Shares when transferred to any person or entity\nother than permitted transferees in accordance with the terms of the\nStockholder Agreement, or (a) when sold in a registered public offering or in\naccordance with Rule 144 promulgated by the Commission under the Securities\nAct, or (b) when permitted to be sold in accordance with Rule 144(k).\n\n         'REGISTRATION EXPENSES' means all expenses, except Selling Expenses,\nincurred by the Company in complying with Articles 2 and 3, including, without\nlimitation, all registration, qualification and filing fees, printing expenses,\nescrow fees, fees and disbursements of counsel for the Company, blue sky fees\nand expenses, the expense of any special audits incident to or required by any\nsuch registration, and expenses of all marketing and promotional efforts\nreasonably requested by the managing underwriter.\n\n         'SELLING EXPENSES' means all underwriting discounts, selling\ncommissions, and stock transfer taxes applicable to the sale of the Registrable\nShares.\n\n         'SIGNIFICANT TRANSACTION' means a pending or imminent material\nacquisition, disposition, financing, corporate reorganization or other business\ncombination or divestiture transaction.\n\n\n                                   ARTICLE 2\n                              DEMAND REGISTRATIONS\n\n         2.1.  REQUEST FOR REGISTRATION.  At any time and from time to time\nafter the earlier of (i) two years and 270 days from the date hereof and (ii) a\nLapse Event, the Investor may request that the Company effect the registration\nof Registrable Shares (a 'Demand Registration').  Upon receipt of such request,\nthe Company shall use its reasonable efforts to effect such Demand\nRegistration, subject to the limitations set forth in Section 2.2.  The Company\nmay include in any Demand Registration any\n\n                                     -2-\n\n\nother shares of Common Stock (including issued and outstanding shares of Common\nStock as to which the holders thereof have contracted with the Company for\n'piggyback' registration rights) so long as the inclusion in such registration\nof such shares will not, in the reasonable judgment of the managing\nunderwriter(s), if any, interfere with the successful marketing in accordance\nwith the intended method of sale or other disposition of all the Registrable\nShares sought to be registered.  If it is determined as provided above that\nthere will be such interference, the other shares of Common Stock sought to be\nincluded shall be excluded to the extent deemed appropriate by the managing\nunderwriter(s).\n\n         2.2.  LIMITATIONS ON DEMAND REGISTRATIONS.  Subject to Section 2.4,\nthe Company's obligation to effect a Demand Registration requested by the\nInvestor pursuant to Section 2.1 shall be subject to the following limitations:\n\n                 2.2.1.  The Company shall not be required to effect any Demand\nRegistration of fewer than that number of Registrable Shares which has an\naggregate market value of at least $2,500,000, based on the average closing\nsale prices of the Company's Common Stock for the twenty days preceding the\ndate prior to the date of the Investor's request for a Demand Registration.\n\n                 2.2.2.  The Company shall not be required to effect any Demand\nRegistration within 9 months of the effectiveness of a Registration by the\nInvestor of Registrable Shares registered pursuant to the previous Demand\nRegistration effected by Company.\n\n                 2.2.3.   The Company may defer its obligations to effect a\nDemand Registration if filing a registration statement with the Commission at\nthe time a Demand Registration is requested would require Adverse Disclosure,\nprovided that such deferral may not extend beyond the earlier to occur of (i)\n180 days after the receipt by the Company of the Investor's request for such\nDemand Registration, or (ii) the date that filing of a registration statement\nwith the Commission would not require Adverse Disclosure therein.\n\n                 2.2.4.   The Company shall not be required to effect more than\nfive (5) Demand Registrations and no registration statement relating to a\nDemand Registration shall be declared effective prior to the earlier of (i) the\nthird anniversary of the date hereof and (ii) a Lapse Event.\n\n         2.3.    HOLDBACK.  Subject to Section 2.4, if requested (pursuant to a\ntimely written notice) by the managing underwriter(s) of an underwritten\noffering or the initial purchaser(s) in any offering being resold pursuant to\nRule 144A under the Securities Act of Equity Securities by the Company, the\n\n                                     -3-\n\n\n\nInvestor shall agree on the same terms applicable to officers and directors of\nthe Company not to effect any public sale or distribution of any of the\nRegistrable Shares for a period of up to 180 days following and 15 days prior\nto the date of the final prospectus contained in the registration statement\nfiled in connection with such offering.\n\n         2.4.    MINIMUM SALE AVAILABILITY.  The limitations on the Company's\nobligations to effect Demand Registrations set forth in Section 2.2.3 and the\nInvestor's obligation under Section 2.3 shall not be applicable to the extent\nthat such limitations would result in the Investor not having a period of at\nleast 180 consecutive days within any 18-month period during which the Investor\nmay sell Registrable Shares under a Registration effected pursuant to the\nprovisions hereof.\n\n         2.5.    SELECTION OF UNDERWRITER.  Any Demand Registration and related\noffering shall be managed by the Investor as follows: subject to the reasonable\napproval of the Company, the Investor shall have the power to select the\nmanaging underwriter(s), if any, for such offering, and shall in consultation\nwith the managing underwriter(s), if any, have the power to determine the\nnumber of Registrable Shares to be included in such registration and offering\n(subject to applicable limitations set forth herein), the offering price per\nRegistrable Share, the underwriting discounts and commissions per Registrable\nShare and the timing of the registration and related offering (subject to\napplicable limitations set forth herein).  The Company shall enter into an\nunderwriting agreement in customary form with the underwriter(s) selected by\nthe Investor and shall enter into such other customary agreements and take all\nsuch other customary actions as the Investor or its underwriter(s) may\nreasonably request to facilitate the disposition of the Registrable Shares.\n\n\n                                   ARTICLE 3\n                            PIGGYBACK REGISTRATIONS\n\n         3.1.    REQUEST FOR REGISTRATION.  At any time after the earlier of\n(i) the third anniversary of the date hereof and (ii) a Lapse Event, if the\nCompany proposes to register any Common Stock for sale solely for cash, either\nfor its own account or for the account of a stockholder or stockholders (a\n'Company Registration'), then the Company shall give the Investor written\nnotice of its intention to do so and of the intended method of sale (the\n'Registration Notice') not fewer than 15 days prior to the anticipated filing\ndate of the registration statement effecting such Company Registration.  The\nInvestor may request inclusion of any Registrable Shares in such Company\nRegistration by delivering to the Company, within 10 days after receipt of the\nRegistration Notice, a written notice (the 'Piggyback Notice')\n\n                                     -4-\n\n\nstating the number of Registrable Shares proposed to be included and that such\nshares are to be included in any underwriting only on the same terms and\nconditions as the shares of Common Stock otherwise being sold through\nunderwriters under such Registration.  The Company shall use its reasonable\nefforts to cause all Registrable Shares specified in the Piggyback Notice to be\nincluded in the Company Registration and any related offering, all to the\nextent requisite to permit the sale by the Investor of such Registrable Shares\nin accordance with the method of sale applicable to the other shares of Common\nStock included in the Company Registration.\n\n         3.2.    LIMITATIONS ON PIGGYBACK REGISTRATIONS.  The Company's\nobligation to include Registrable Shares in the Company Registration pursuant\nto Section 3.1 shall be subject to the following limitations:\n\n                 3.2.1.  The Company shall not be obligated to include any\nRegistrable Shares in a registration statement (i) filed on Form S-4 or Form\nS-8 or such other similar successor forms then in effect under the Securities\nAct, (ii) pursuant to which the Company is offering to exchange its own\nsecurities, or (iii) relating to dividend reinvestment plans.\n\n                 3.2.2.  If the managing underwriter(s), if any, of an offering\nrelated to the Company Registration determines in its reasonable judgment that\nmarketing factors require a limitation of the number of shares of Common Stock\nthat can be included in such offering, the managing underwriter(s) may exclude\nthe appropriate number of shares of Common Stock held by the stockholders of\nthe Company, including the Investor, from such registration.  If the managing\nunderwriter(s) determines to exclude from such offering any Registrable Shares\nthat the Investor desires to include or any shares of Common Stock that other\nCompany stockholders with applicable registration rights desire to include, the\nInvestor and such other Company stockholders (except for such person or\npersons, if any, upon whose demand such Registration is being made) shall share\npro rata in the portion of such offering available to them (the 'Available\nPortion'), with the Investor and each such other Company stockholder entitled\nto include in such Company Registration and related offering a number of shares\nof Common Stock equal to the product of (i) the Available Portion and (ii) a\nfraction, the numerator of which is the total number of Registrable Shares\nwhich the Investor desires to include in such Company Registration (in the case\nof the Investor) or the total number of shares of Common Stock which such other\nCompany stockholder desires to include in such Company Registration (in the\ncase of each such other Company stockholder) and the denominator of which is\n(x) the total of the number of Registrable Shares which the Investor desires to\ninclude in such\n\n                                     -5-\n\n\n\nCompany Registration plus (y) the total number of shares of Common Stock that\nsuch other Company stockholders desire to include in such Company Registration.\n\n         3.3.  SELECTION OF UNDERWRITER.  Any Company Registration and related\noffering shall be managed by the Company; the Company shall have the power to\nselect the managing underwriter(s) for such offering, and shall in consultation\nwith the managing underwriter(s) have the power to determine the offering\nprice, the underwriting discounts and commissions, the terms of the\nunderwriting agreement and, the timing of the registration and related\noffering.  To the extent that the Investor participates in a Company\nRegistration and related offering pursuant to Section 3.1, the Investor shall\nenter into, and sell its Registrable Shares only pursuant to, the underwriting\narranged by the Company, and shall either commit to attend the closing of the\noffering and take such other actions as may be reasonably necessary to effect\nthe Investor's participation in the offering and to provide any assurances\nreasonably requested by the Company and the managing underwriter(s) in that\nregard, or shall deliver to the Company in custody certificates representing\nall Registrable Shares to be included in the registration and shall execute and\ndeliver to the Company a custody agreement and a power of attorney, each in\nform and substance appropriate for the purpose of effecting the Investor's\nparticipation in the Company Registration and related offering and otherwise\nreasonably satisfactory to the Company.  If the Investor disapproves of the\nfeatures of the Company Registration and related offering, the Investor may\nwithdraw therefrom (in whole or part) by written notice to the Company and the\nmanaging underwriter(s) delivered no later than ten (10) days prior to the\neffectiveness of the applicable registration statement and the Registrable\nShares of the Investor shall thereupon be withdrawn from such registration.\n\n\n                                   ARTICLE 4\n                      REGISTRATION PROCEDURES AND EXPENSE.\n\n         4.1.  REGISTRATION PROCEDURES.  If and whenever the Company is\nrequired pursuant to this Agreement to use its reasonable efforts to effect the\nregistration of any of the Registrable Shares, the Investor shall furnish in\nwriting such information regarding the Investor and its Affiliates, the\nRegistrable Shares being registered and offered, and the intended method of\ndistribution of such Registrable Shares as is reasonably requested by the\nCompany for inclusion in the registration statement relating to such offering\npursuant to the Securities Act and the rules of the Commission thereunder, and\nthe Company shall, as expeditiously as reasonably practicable:\n\n                                     -6-\n\n\n\n                 4.1.1.  prepare and file with the Commission a registration\nstatement (including a prospectus therein) with respect to such securities and\nuse its reasonable efforts to cause such registration statement to become and\nremain effective for such period as may be necessary to permit the successful\nmarketing of such securities, but not exceeding 120 days for an offering in\nconnection with a Demand Registration, or, with regard to an offering in\nconnection with a Company Registration, for the period associated with such\noffering;\n\n                 4.1.2.  prepare and file with the Commission such amendments\nand supplements to such registration statement and the prospectus used in\nconnection therewith as may be necessary to comply with the Securities Act and\nthe rules of the Commission thereunder; and to keep such registration statement\neffective for that period of time specified in Section 4.1.1;\n\n                 4.1.3.  furnish to the Investor such number of prospectuses\nand preliminary prospectuses in conformity with the requirements of the\nSecurities Act, and such other documents as the Investor may reasonably request\nin order to facilitate the public sale or other disposition of the Registrable\nShares being sold:\n\n                 4.1.4.  upon written request by any underwriters of the\noffering, and subject to applicable rules and guidelines, cause its certified\npublic accountants and attorneys, as applicable, to furnish to the Investor a\nsigned counterpart, addressed to the Investor and its underwriters, if any, of\n(i) a letter from the independent certified public accountants of the Company\nin the form customarily furnished to underwriters in firm commitment\nunderwritten offerings providing substantially that such accountants are\nindependent certified public accountants within the meaning of the Securities\nAct and that in the opinion of such accountants, the financial statements and\nother financial data of the Company included in the registration statement and\nthe prospectus, and any amendment or supplement thereto, comply as to form in\nall material respects with the applicable accounting requirements of the\nSecurities Act, and additionally covering such other financial matters\n(including information as of the date of such letter) with respect to the\nregistration in respect of which such letter is being given as the underwriters\nmay reasonably request; and (ii) an opinion of outside legal counsel to the\nCompany, dated the effective date of the registration statement, covering\nsubstantially the same matters with respect to the registration statement and\nthe prospectus included therein as are customarily covered (at the time of such\nregistration) in the opinions of issuer's counsel delivered to the underwriters\nin comparable underwritten public offerings;\n\n                                     -7-\n\n\n\n                 4.1.5.  use its reasonable efforts to register or qualify the\nRegistrable Shares covered by such registration statement under such securities\nor blue sky laws of such jurisdictions within the United States as the Investor\nor its underwriters, if any, shall reasonably request; provided, however, that\nthe Company shall not be required to qualify generally to do business in any\njurisdiction where it is not then so qualified, or to take any action that\nwould subject it to general service of process in any such jurisdiction where\nit is not then so subject, or subject the Company to any tax in any such\njurisdiction where it is not then so subject;\n\n                 4.1.6.  cause all such Registrable Shares to be listed on each\nsecurities exchange on which similar securities issued by the Company are then\nlisted;\n\n                 4.1.7.  provide a transfer agent and registrar for all such\nRegistrable Shares not later than the effective date of such registration\nstatement;\n\n                 4.1.8.  make available for inspection by the Investor and its\nattorneys, and any participating underwriter, accountant or other agent\nretained by the Investor and any participating underwriter in a Demand\nRegistration, all financial and other records, pertinent documents and\nproperties of the Company, and cause the Company's Affiliates (to the extent it\ncontrols such Affiliates), employees, and agents to supply all information\nreasonably requested by the Investor and any such underwriter, attorney,\naccountant or agent in connection with the preparation of such registration\nstatement.\n\n         4.2.  EXPENSES.  The Company shall pay all Registration Expenses,\nexcept as may be required to update any registration statement kept effective\nfor more than the period of time required by Section 4.1.1.  The Investor shall\npay all Selling Expenses.\n\n\n                                   ARTICLE 5\n                                INDEMNIFICATION\n\n         5.1.  INDEMNIFICATION BY THE COMPANY.  In the event of a registration\nof any Registrable Shares pursuant to this Agreement, the Company shall\nindemnify and hold harmless each seller of Registrable Shares, and each person,\nif any, who controls such seller or underwriter within the meaning of the\nSecurities Act, and each officer, director, employee and advisor of each of the\nforegoing (each an 'Investor Indemnitee'), against any expenses, losses,\nclaims, damages or liabilities, joint or several, to which such Investor\nIndemnitee may become subject under the Securities Act, any state securities\nlaw or otherwise,\n\n                                     -8-\n\n\n\nincluding any of the foregoing incurred in settlement of any litigation,\ncommenced or threatened, insofar as such expenses, losses, claims, damages or\nliabilities (or actions in respect thereof) arise out of or are based upon (i)\nany untrue statement or alleged untrue statement of any material fact contained\nin any registration statement under which such shares are registered under the\nSecurities Act, any preliminary prospectus or final prospectus contained\ntherein, any summary prospectus used in connection with any securities being\nregistered, or any amendment or supplement thereto; or (ii) any omission or\nalleged omission to state therein a material fact required to be stated therein\nor necessary to make the statements therein, in light of the circumstances\nunder which they were made, not misleading; or (iii) any violation by the\nCompany of the Securities Act or rules of the Commission thereunder or any blue\nsky laws or any rules promulgated thereunder, and shall reimburse each such\nIndemnitee for any legal or any other expenses reasonably incurred by them in\nconnection with investigating or defending any such loss, claim, damage,\nliability or action; provided, however, that the Company shall not be liable in\nany such case to the extent that any such expense, loss, claim, damage or\nliability arises out of or is based upon an untrue statement or alleged untrue\nstatement or omission or alleged omission made in such registration statement,\nsaid preliminary prospectus or said prospectus or summary prospectus or said\namendment or supplement in reliance upon and in conformity with written\ninformation furnished to the Company by or on behalf of the Investor or any\nunderwriter specifically for use in the preparation thereof; and provided,\nfurther, that if any expenses, losses, claims, damages or liabilities arise out\nof or are based upon an untrue statement, alleged untrue statement, omission or\nalleged omission contained in any preliminary prospectus which did not appear\nin the final prospectus, the Company shall not have any liability with respect\nthereto to any Investor Indemnitee if any Investor Indemnitee delivered a copy\nof the preliminary prospectus to the person alleging such expenses, losses,\nclaims, damages or liabilities and failed to deliver a copy of the final\nprospectus as amended or supplemented if it has been amended or supplemented,\nto such person at or prior to the written confirmation of the sale to such\nperson.\n\n         5.2.  INDEMNIFICATION BY THE INVESTOR.  In the event of a registration\nof any Registrable Shares pursuant to this Agreement, the Investor shall\nindemnify and hold harmless the Company and each person, if any, who controls\nthe Company within the meaning of the Securities Act, each officer of the\nCompany who signs the registration statement, each director of the Company and\neach underwriter and each person who controls any underwriter within the\nmeaning of the Securities Act (each a 'Company Indemnitee'), against any and\nall such expenses, losses, claims, damages or liabilities referred to in\nSection 5.1 if the\n\n                                     -9-\n\n\n\nstatement, alleged statement, omission or alleged omission in respect of which\nsuch expense, loss, claim, damage or liability is asserted was made in reliance\nupon and in conformity with information furnished in writing to the Company by\nor on behalf of a holder of Registrable Shares specifically for use in\nconnection with the preparation of such registration statement, preliminary\nprospectus, prospectus, summary prospectus, amendment or supplement; provided,\nhowever, that if any expenses, losses, claims, damages or liabilities arise out\nof or are based upon an untrue statement, alleged untrue statement, omission or\nalleged omission contained in any preliminary prospectus which did not appear\nin the final prospectus, the Investor shall not have any such liability with\nrespect thereto to any Company Indemnitee if any Company Indemnitee delivered a\ncopy of the preliminary prospectus to the person alleging much expenses,\nlosses, claims, damages or liabilities and failed to deliver a copy of the\nfinal prospectus, as amended or supplemented if it has been amended or\nsupplemented, to such person at or prior to the written confirmation of the\nsale to such person.\n\n         5.3.    CONTRIBUTION.  If the indemnification provided for in Sections\n5.1 or 5.2 above is unavailable to an indemnified party in respect of any\nlosses, claims, damages or liabilities referred to therein, then in lieu of\nindemnifying such indemnified party thereunder, the indemnifying party shall\ncontribute to the amount paid or payable by such indemnified party as a result\nof such losses, claims, damages or liabilities, in such proportion as is\nappropriate to reflect the relative fault of the indemnifying party on the one\nhand and of the indemnified parties on the other in connection with the\nstatements or omissions which resulted in such losses, claims, damages or\nliabilities, as well as any other relevant equitable considerations.  The\nrelative fault of the indemnifying party and of the indemnified parties shall\nbe determined by reference to, among other things, whether the untrue or\nalleged untrue statement of a material fact or the omission to state a material\nfact relates to information supplied by the indemnifying party, or by the\nindemnified parties, and the parties' relative intent, knowledge, access to\ninformation and opportunity to correct or prevent such statement or omission.\n\n         The parties agree that it would not be just and equitable if\ncontribution pursuant to this Section 5.3 were determined by pro rata\nallocation or by any other method of allocation which does not take into\naccount the equitable considerations referred to in the immediately preceding\nparagraph.  The amount paid or payable by an indemnified party as a result of\nthe losses, claims, damages and liabilities or actions in respect thereof\nreferred to in the immediately preceding paragraph shall be deemed to include,\nsubject to the limitations set forth above, any legal or other expenses\nreasonably incurred by such indemnified party in connection with investigating\nor defending any such action or\n\n                                    -10-\n\n\n\nclaim.  No person guilty of fraudulent misrepresentations (within the meaning\nof Section 11(f) of the Securities Act) shall be entitled to contribution from\nany person who was not guilty of such fraudulent misrepresentation.\n\n         5.4.    INDEMNIFICATION PROCEDURES.  Promptly after receipt by an\nindemnified party of notice of the commencement of any action, such indemnified\nparty shall, if a claim in respect thereof is to be made against the\nindemnifying party, notify the indemnifying party in writing of the\ncommencement thereof; but the omission so to notify the indemnifying party\nshall not relieve it from any liability which it may have to any indemnified\nparty otherwise than under this Article 5 or to the extent that it has not been\nprejudiced as a proximate result of such failure.  In case any such action\nshall be brought against any indemnified party, and it shall notify the\nindemnifying party of the commencement thereof, the indemnifying party shall be\nentitled to participate therein and, to the extent that it shall wish, to\nassume the defense thereof, with counsel reasonably satisfactory to such\nindemnified party; provided, however, that if the defendants in any such action\ninclude both the indemnified party and the indemnifying party and the\nindemnified party shall have reasonably concluded that there may be legal\ndefenses available to it and\/or other indemnified parties which are different\nfrom or additional to those available to the Company, the indemnified party or\nparties shall have the right to select one separate counsel to assert such\nlegal defenses (in which case the indemnifying party shall not have the right\nto direct the defense of such action on behalf of the indemnified party or\nparties).  Upon the permitted assumption by the indemnifying party of the\ndefense of such action, and approval by the indemnified party of counsel, the\nindemnifying party shall not be liable to such indemnified party under this\nArticle 5 for any legal or other expenses subsequently incurred by such\nindemnified party in connection with the defense thereof (other than reasonable\ncosts or investigation) unless (i) the indemnified party shall have employed\none separate counsel in connection with the assertion of legal defenses in\naccordance with the proviso to the next preceding sentence, (ii) the\nindemnifying party shall not have employed counsel reasonably satisfactory to\nthe indemnified party to represent the indemnified party within a reasonable\ntime, (iii) the indemnifying party and its counsel do not actively and\nvigorously pursue the defense of such action or (iv) the indemnifying party has\nauthorized the employment of counsel for the indemnified party at the expense\nof the indemnifying party.\n\n                                    -11-\n\n\n\n                                   ARTICLE 6\n                                 MISCELLANEOUS\n\n         The provisions of Section 5.3 and Sections 6.2 through 6.13 of the\nStockholder Agreement are incorporated herein by reference and shall govern\nthis Agreement as though set forth in full herein and as though references in\nthose sections to 'this Agreement' were references to both this Agreement and\nthe Stockholder Agreement.\n\nIN WITNESS WHEREOF, the parties hereto have executed and delivered this\nAgreement as of the date first above written.\n\n\nSALTON\/MAXIM HOUSEWARES, INC.                WINDMERE-DURABLE HOLDINGS, INC.\na Delaware corporation                       a Florida corporation\n\n\nBy:                                          By:                      \n    -----------------------                     ---------------------\n\nName:                                        Name:                \n       --------------------                         -----------------\n\nTitle:                                       Title:                            \n       --------------------                         -----------------  \n\n                                    -12-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6726,8750],"corporate_contracts_industries":[9393],"corporate_contracts_types":[9632,9629],"class_list":["post-43891","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-applica-inc","corporate_contracts_companies-salton-inc","corporate_contracts_industries-consumer__appliances","corporate_contracts_types-securities__registration","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43891","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43891"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43891"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43891"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43891"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}