CONNECTION WITH SUCH PURCHASE, THERE WAS NOT SENT OR GIVEN TO SUCH PERSON, AT
OR PRIOR TO THE WRITTEN CONFIRMATION OF THE SALE OF SUCH REGISTRABLE SECURITIES
TO SUCH PERSON, A COPY OF THE FINAL PROSPECTUS THAT CORRECTS SUCH UNTRUE
STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION IF THE
COMPANY HAD PREVIOUSLY FURNISHED COPIES THEREOF TO SUCH HOLDER OR (Y) USE OF A
REGISTRATION STATEMENT OR THE RELATED PROSPECTUS DURING A PERIOD WHEN A STOP
ORDER HAS BEEN ISSUED IN RESPECT OF SUCH REGISTRATION STATEMENT OR ANY
PROCEEDINGS FOR THAT PURPOSE HAVE BEEN INITIATED OR USE OF A PROSPECTUS WHEN USE
OF SUCH PROSPECTUS HAS BEEN SUSPENDED PURSUANT TO SECTIONS 2.5(E) OR (I);
PROVIDED THAT IN EACH CASE, THAT SUCH HOLDER RECEIVED PRIOR WRITTEN NOTICE OF
SUCH STOP ORDER, INITIATION OF PROCEEDINGS OR SUSPENSION FROM THE COMPANY.
IN
NO EVENT, HOWEVER, SHALL THE COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL OR
CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND.
(B)
IN CONNECTION WITH THE FILING OF THE REGISTRATION STATEMENT BY THE COMPANY
PURSUANT TO THIS AGREEMENT, THE PURCHASERS WILL FURNISH TO THE COMPANY IN
WRITING SUCH INFORMATION AS THE
11
COMPANY REASONABLY REQUESTS FOR USE IN CONNECTION WITH SUCH REGISTRATION
STATEMENT AND THE RELATED PROSPECTUS AND, TO THE FULLEST EXTENT PERMITTED BY
LAW, THE PURCHASERS WILL INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, AND EACH UNDERWRITER, IF ANY, AND ANY
PERSON WHO CONTROLS SUCH UNDERWRITER (WITHIN THE MEANING OF SECTION 15 OF THE
SECURITIES ACT), FROM AND AGAINST ANY LOSSES, SEVERALLY BUT NOT JOINTLY, AND ANY
ACTION IN RESPECT THEREOF TO WHICH THE COMPANY OR ITS OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS, MAY BECOME SUBJECT UNDER THE SECURITIES ACT OR OTHERWISE,
INSOFAR AS SUCH LOSSES (OR ACTIONS OR PROCEEDINGS, WHETHER COMMENCED OR
THREATENED, IN RESPECT THEREOF) ARISE OUT OF OR ARE BASED UPON (I) THE PURCHASE
OR SALE OF REGISTRABLE SECURITIES DURING A SUSPENSION AS SET FORTH IN
SECTION 2.5(E) OR SECTION 2.5(I) IN EACH CASE AFTER RECEIPT OF WRITTEN NOTICE OF
SUCH SUSPENSION, (II) ANY UNTRUE OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT
CONTAINED IN THE REGISTRATION STATEMENT, PROSPECTUS OR PRELIMINARY OR SUMMARY
PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO, OR (III) ANY OMISSION OR
ALLEGED OMISSION OF A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY
TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, BUT, WITH RESPECT TO CLAUSES (II)
AND (III) ABOVE, ONLY TO THE EXTENT THAT SUCH UNTRUE STATEMENT OR OMISSION IS
MADE IN SUCH REGISTRATION STATEMENT, ANY SUCH PROSPECTUS OR PRELIMINARY OR
SUMMARY PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO, IN RELIANCE UPON AND
IN CONFORMITY WITH WRITTEN INFORMATION PREPARED AND FURNISHED TO THE COMPANY BY
SUCH HOLDER EXPRESSLY FOR USE THEREIN OR BY FAILURE OF SUCH HOLDER TO DELIVER A
COPY OF THE REGISTRATION STATEMENT OR PROSPECTUS OR ANY AMENDMENTS OR
SUPPLEMENTS THERETO, AND SUCH HOLDER WILL REIMBURSE THE COMPANY FOR ANY
REASONABLE LEGAL OR ANY OTHER EXPENSES INCURRED BY THEM IN CONNECTION WITH
INVESTIGATING OR