INSUFFICIENT TO HOLD SUCH INDEMNIFIED PARTY HARMLESS WITH RESPECT TO ANY
LOSS, LIABILITY, CLAIM, DAMAGE OR EXPENSE REFERRED TO THEREIN, THEN THE
INDEMNIFYING PARTY SHALL CONTRIBUTE TO THE AMOUNT PAID OR PAYABLE BY SUCH
INDEMNIFIED PARTY AS A RESULT OF SUCH LOSS, LIABILITY, CLAIM, DAMAGE OR EXPENSE
IN SUCH PROPORTION AS IS APPROPRIATE TO REFLECT THE RELATIVE FAULT OF THE
INDEMNIFYING PARTY ON THE ONE HAND AND OF THE INDEMNIFIED PARTY ON THE OTHER IN
CONNECTION WITH THE STATEMENTS OR OMISSIONS WHICH RESULTED IN SUCH LOSS,
LIABILITY, CLAIM, DAMAGE OR EXPENSE AS WELL AS ANY OTHER RELEVANT EQUITABLE
CONSIDERATIONS.
THE RELATIVE FAULT OF THE INDEMNIFYING PARTY AND OF THE
INDEMNIFIED PARTY SHALL BE DETERMINED BY REFERENCE TO, AMONG OTHER THINGS,
WHETHER THE UNTRUE OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT OR THE
OMISSION TO STATE A MATERIAL FACT RELATES TO INFORMATION SUPPLIED BY THE
INDEMNIFYING PARTY OR BY THE INDEMNIFIED PARTY AND THE PARTIES' RELATIVE INTENT,
KNOWLEDGE, ACCESS TO INFORMATION AND OPPORTUNITY TO CORRECT OR PREVENT SUCH
STATEMENT OR OMISSION.
NOTWITHSTANDING THE FOREGOING, A HOLDER'S AGGREGATE
LIABILITY PURSUANT TO THIS SUBSECTION (D) SHALL BE LIMITED TO THE NET AMOUNT
RECEIVED BY THE HOLDER FROM THE SALE OF REGISTRABLE SECURITIES GIVING RISE TO
SUCH LOSS, LIABILITY, CLAIM, DAMAGE OR EXPENSE (OR ACTIONS IN RESPECT THEREOF)
LESS ALL OTHER AMOUNTS PAID AS DAMAGES IN RESPECT THERETO.
SECTION 6.7
ADDITIONAL COVENANTS AND AGREEMENTS OF THE HOLDERS.
(A) EACH HOLDER AGREES THAT, UPON RECEIPT OF ANY NOTICE FROM THE COMPANY OF THE
HAPPENING OF ANY EVENT REQUIRING THE PREPARATION OF A SUPPLEMENT OR AMENDMENT TO
A PROSPECTUS RELATING TO REGISTRABLE
17
SECURITIES SO THAT, AS THEREAFTER DELIVERED TO THE HOLDERS, SUCH PROSPECTUS
SHALL NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING, EACH HOLDER WILL FORTHWITH DISCONTINUE DISPOSITION OF
REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT AND PROSPECTUS
CONTEMPLATED BY SECTION 6.1 UNTIL ITS RECEIPT OF COPIES OF THE SUPPLEMENTED OR
AMENDED PROSPECTUS FROM THE COMPANY AND, IF SO DIRECTED BY THE COMPANY, EACH
HOLDER SHALL DELIVER TO THE COMPANY ALL COPIES, OTHER THAN PERMANENT FILE COPIES
THEN IN SUCH HOLDER'S POSSESSION, OF THE PROSPECTUS COVERING SUCH REGISTRABLE
SECURITIES CURRENT AT THE TIME OF RECEIPT OF SUCH NOTICE.
(B)
EACH HOLDER SHALL SUSPEND, UPON REQUEST OF THE COMPANY, ANY
DISPOSITION OF REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT AND
PROSPECTUS CONTEMPLATED BY SECTION 6.1 DURING NO MORE THAN TWO PERIODS OF NO
MORE THAN 60 CALENDAR DAYS EACH DURING ANY 12-MONTH PERIOD TO THE EXTENT THAT
THE BOARD OF DIRECTORS OF THE COMPANY DETERMINES IN GOOD FAITH THAT THE SALE OF
REGISTRABLE SECURITIES UNDER THE REGISTRATION STATEMENT WOULD BE REASONABLY
LIKELY TO CAUSE A VIOLATION OF THE SECURITIES ACT OR EXCHANGE ACT.
(C)
AS A CONDITION TO THE INCLUSION OF ITS REGISTRABLE SECURITIES,
EACH HOLDER SHALL FURNISH TO THE COMPANY SUCH INFORMATION REGARDING SUCH HOLDER
AND THE DISTRIBUTION PROPOSED BY SUCH