OTHER PROSPECTIVE SELLER OF SUCH SECURITIES WITH RESPECT TO ANY STATEMENT IN OR
OMISSION FROM SUCH REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS, FINAL
PROSPECTUS OR SUMMARY PROSPECTUS INCLUDED THEREIN, OR ANY AMENDMENT OR
SUPPLEMENT THERETO, OR ANY OTHER DISCLOSURE DOCUMENT (INCLUDING, WITHOUT
LIMITATION, REPORTS AND OTHER DOCUMENTS FILED UNDER THE EXCHANGE ACT OR ANY
DOCUMENT INCORPORATED THEREIN) OR OTHER DOCUMENT OR REPORT, IF SUCH STATEMENT OR
OMISSION WAS MADE IN RELIANCE UPON AND IN CONFORMITY WITH WRITTEN INFORMATION
FURNISHED TO THE COMPANY OR ANY OF ITS SUBSIDIARIES THROUGH AN INSTRUMENT
EXECUTED BY SUCH SELLER SPECIFICALLY STATING THAT IT IS FOR USE IN THE
PREPARATION THEREOF.
SUCH INDEMNITY SHALL REMAIN IN FULL FORCE AND EFFECT
REGARDLESS OF ANY INVESTIGATION MADE BY OR ON BEHALF OF THE COMPANY, ANY OF ITS
SUBSIDIARIES OR ANY SUCH DIRECTOR, OFFICER OR CONTROLLING PERSON AND SHALL
SURVIVE ANY TRANSFER OF SECURITIES.
8.4.3.
CONTRIBUTION.
IF THE INDEMNIFICATION PROVIDED FOR IN SECTION 8.4.1
OR SECTION 8.4.2 HEREOF IS UNAVAILABLE TO A PARTY THAT WOULD HAVE BEEN ENTITLED
TO INDEMNIFICATION PURSUANT TO THE FOREGOING PROVISIONS OF THIS SECTION 8.4 (AN
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"INDEMNITEE") IN RESPECT OF ANY LOSSES, CLAIMS, DAMAGES OR LIABILITIES (OR
ACTIONS OR PROCEEDINGS IN RESPECT THEREOF) REFERRED TO THEREIN, THEN EACH PARTY
THAT WOULD HAVE BEEN AN INDEMNIFYING PARTY THEREUNDER SHALL, IN LIEU OF
INDEMNIFYING SUCH INDEMNITEE, CONTRIBUTE TO THE AMOUNT PAID OR PAYABLE BY SUCH
INDEMNITEE AS A RESULT OF SUCH LOSSES, CLAIMS, DAMAGES OR LIABILITIES (OR
ACTIONS OR PROCEEDINGS IN RESPECT THEREOF) IN SUCH PROPORTION AS IS APPROPRIATE
TO REFLECT THE RELATIVE FAULT OF SUCH INDEMNIFYING PARTY ON THE ONE HAND AND
SUCH INDEMNITEE ON THE OTHER IN CONNECTION WITH THE STATEMENTS OR OMISSIONS
WHICH RESULTED IN SUCH LOSSES, CLAIMS, DAMAGES OR LIABILITIES (OR ACTIONS OR
PROCEEDINGS IN RESPECT THEREOF).
THE RELATIVE FAULT SHALL BE DETERMINED BY
REFERENCE TO, AMONG OTHER THINGS, WHETHER THE UNTRUE OR ALLEGED UNTRUE STATEMENT
OF A MATERIAL FACT OR THE OMISSION OR ALLEGED OMISSION TO STATE A MATERIAL FACT
RELATES TO INFORMATION SUPPLIED BY SUCH INDEMNIFYING PARTY OR SUCH INDEMNITEE
AND THE PARTIES' RELATIVE INTENT, KNOWLEDGE, ACCESS TO INFORMATION AND
OPPORTUNITY TO CORRECT OR PREVENT SUCH STATEMENT OR OMISSION.
THE PARTIES AGREE
THAT IT WOULD NOT BE JUST OR EQUITABLE IF CONTRIBUTION PURSUANT TO THIS
SECTION 8.4.3 WERE DETERMINED BY PRO RATA ALLOCATION OR BY ANY OTHER METHOD OF
ALLOCATION WHICH DOES NOT TAKE ACCOUNT OF THE EQUITABLE CONSIDERATIONS REFERRED
TO IN THE PRECEDING SENTENCE.
THE AMOUNT PAID OR PAYABLE BY A CONTRIBUTING
PARTY AS A RESULT OF THE LOSSES, CLAIMS, DAMAGES OR LIABILITIES (OR ACTIONS OR
PROCEEDINGS IN RESPECT THEREOF) REFERRED TO ABOVE IN THIS SECTION 8.4.3 SHALL
INCLUDE ANY LEGAL OR OTHER EXPENSES REASONABLY INCURRED BY SUCH INDEMNITEE IN
CONNECTION WITH INVESTIGATING OR DEFENDING ANY SUCH ACTION OR CLAIM.
NO PERSON
GUILTY OF FRAUDULENT MISREPRESENTATION (WITHIN THE MEANING OF SECTION 11(F) OF
THE SECURITIES ACT) SHALL BE ENTITLED TO CONTRIBUTION FROM ANY PERSON WHO WAS
NOT GUILTY OF SUCH FRAUDULENT MISREPRESENTATION.
8.4.4.
LIMITATION ON LIABILITY OF HOLDERS OF