SHARES.
SECTION 8.12
NO DEFAULT.
SINCE THE DATE HEREOF, NO DEFAULT (OR EVENT WHICH,
WITH THE PASSAGE OF TIME AND/OR THE GIVING OF NOTICE, WOULD CONSTITUTE A
DEFAULT) OF THE COMPANY SHALL HAVE OCCURRED UNDER THIS AGREEMENT OR ANY OF THE
TRANSACTION DOCUMENTS.
SECTION 8.13
PAYMENT OF FEES.
THE COMPANY SHALL HAVE PAID UP TO $30,000 OF THE
FEES AND EXPENSES OF THE INVESTOR'S LEGAL COUNSEL AS REQUIRED UNDER
SECTION 11.7.
ARTICLE IX
INDEMNIFICATION
SECTION 9.1
INDEMNIFICATION OF INVESTOR.
THE COMPANY SHALL INDEMNIFY, DEFEND
AND HOLD HARMLESS THE INVESTOR AND ITS RESPECTIVE SUBSIDIARIES, OFFICERS,
DIRECTORS AND OWNERS FROM AND AGAINST AND IN RESPECT OF ANY AND ALL DEMANDS,
CLAIMS, ACTIONS OR CAUSES OF ACTION, ASSESSMENTS, LOSSES, DAMAGES, LIABILITIES,
INTEREST AND PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT
31
LIMITATION, REASONABLE LEGAL FEES AND DISBURSEMENTS INCURRED IN CONNECTION
THEREWITH AND IN SEEKING INDEMNIFICATION THEREFOR, AND ANY AMOUNTS OR EXPENSES
REQUIRED TO BE PAID OR INCURRED IN CONNECTION WITH ANY ACTION, SUIT, PROCEEDING,
CLAIM, APPEAL, DEMAND, ASSESSMENT OR JUDGMENT) ("INDEMNIFIABLE LOSSES"),
RESULTING FROM, ARISING OUT OF, OR IMPOSED UPON OR INCURRED BY ANY PERSON TO BE
INDEMNIFIED HEREUNDER (I) BY REASON OF ANY BREACH OF ANY REPRESENTATION,
WARRANTY, COVENANT OR AGREEMENT OF THE COMPANY CONTAINED IN THIS AGREEMENT OR
ANY AGREEMENT, CERTIFICATE CONTEMPLATED BY THIS AGREEMENT OR ANY AGREEMENT,
CERTIFICATE, OR DOCUMENT EXECUTED AND DELIVERED BY THE COMPANY PURSUANT HERETO
OR IN CONNECTION WITH ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR
(II) ANY INDEMNIFIABLE LOSSES ARISES UNDER THE SECURITIES ACT, THE EXCHANGE ACT,
OR ANY OTHER FEDERAL OR STATE STATUTORY LAW OR REGULATION, OR AT COMMON LAW OR
OTHERWISE (INCLUDING IN SETTLEMENT OF ANY LITIGATION, IF SUCH SETTLEMENT IS
EFFECTED WITH THE WRITTEN CONSENT OF THE COMPANY), INSOFAR AS SUCH LOSSES,
CLAIMS, DAMAGES, LIABILITIES OR EXPENSES (OR ACTIONS IN RESPECT THEREOF AS
CONTEMPLATED BELOW) ARISE OUT OF OR ARE BASED UPON ANY UNTRUE STATEMENT OR
ALLEGED UNTRUE STATEMENT OF ANY MATERIAL FACT CONTAINED OR INCORPORATED BY
REFERENCE IN THE REGISTRATION STATEMENT, INCLUDING FINANCIAL STATEMENTS AND
SCHEDULES, AND ALL OTHER DOCUMENTS FILED AS A PART THEREOF, INCLUDING ANY
INFORMATION DEEMED TO BE A PART THEREOF AS OF THE TIME OF EFFECTIVENESS PURSUANT
TO PARAGRAPH (B) OF RULE 430A, OR PURSUANT TO RULE 434, UNDER THE SECURITIES
ACT, OR IN THE PROSPECTUS RELATED THERETO, IN THE FORM FIRST FILED WITH THE SEC
PURSUANT TO RULE 424(B) UNDER THE SECURITIES ACT OR FILED AS PART OF THE
REGISTRATION STATEMENT AT THE TIME OF EFFECTIVENESS IF NO RULE 424(B) FILING IS
REQUIRED (THE "PROSPECTUS") OR ANY AMENDMENT OR SUPPLEMENT TO THE REGISTRATION
STATEMENT OR PROSPECTUS, OR ARISE OUT OF OR ARE BASED UPON THE OMISSION OR
ALLEGED OMISSION TO STATE IN ANY OF THEM A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS IN ANY OF THEM, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING, AND WILL REIMBURSE THE
INVESTOR FOR REASONABLE LEGAL AND OTHER EXPENSES AS SUCH EXPENSES ARE INCURRED
BY THE INVESTOR OR