FROM AND
AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING
REASONABLE COSTS OF INVESTIGATION) (EACH, A "LIABILITY" AND COLLECTIVELY,
"LIABILITIES"), (I) ARISING OUT OF OR BASED UPON ANY UNTRUE, OR ALLEGEDLY
UNTRUE, STATEMENT OF A MATERIAL FACT CONTAINED IN ANY REGISTRATION STATEMENT,
PROSPECTUS OR PRELIMINARY, FINAL OR SUMMARY PROSPECTUS OR NOTIFICATION OR
15
OFFERING CIRCULAR (AS AMENDED OR SUPPLEMENTED IF THE COMPANY SHALL HAVE
FURNISHED ANY AMENDMENTS OR SUPPLEMENTS THERETO) OR (II) ARISING OUT OF OR BASED
UPON ANY OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED
TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING
IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH STATEMENTS WERE MADE, EXCEPT
INSOFAR AS SUCH LIABILITY ARISES OUT OF OR IS BASED UPON ANY UNTRUE STATEMENT OR
OMISSION CONTAINED IN SUCH REGISTRATION STATEMENT, PRELIMINARY PROSPECTUS OR
FINAL PROSPECTUS IN RELIANCE AND IN CONFORMITY WITH INFORMATION CONCERNING SUCH
DESIGNATED HOLDER FURNISHED IN WRITING TO THE COMPANY BY SUCH DESIGNATED HOLDER
SPECIFICALLY FOR USE THEREIN OR IS DUE TO THE GROSSLY NEGLIGENT WRONGFUL ACTION
OR WRONGFUL INACTION OF SUCH DESIGNATED HOLDER, TO DELIVER OR TO CAUSE TO BE
DELIVERED THE PROSPECTUS, INCLUDING A CORRECTED PROSPECTUS, FURNISHED BY THE
COMPANY TO SUCH DESIGNATED HOLDER (OR MADE AVAILABLE BY THE COMPANY IF SUCH
DESIGNATED HOLDER IS NOTIFIED OF ITS AVAILABILITY IN WRITING IN A TIMELY
MANNER); PROVIDED, HOWEVER, THAT THE FOREGOING INDEMNITY WITH RESPECT TO ANY
PRELIMINARY PROSPECTUS SHALL NOT INURE TO THE BENEFIT OF ANY INDEMNIFIED PERSON
FROM WHOM THE PERSON ASSERTING SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES,
EXPENSES AND JUDGMENTS PURCHASED SECURITIES IF SUCH UNTRUE STATEMENT OR OMISSION
OR ALLEGED UNTRUE STATEMENT OR OMISSION MADE IN SUCH PRELIMINARY PROSPECTUS IS
ELIMINATED OR REMEDIED IN THE PROSPECTUS AND A COPY OF THE PROSPECTUS SHALL NOT
HAVE BEEN FURNISHED TO SUCH PERSON IN A TIMELY MANNER DUE TO THE WRONGFUL ACTION
OR WRONGFUL INACTION OF SUCH INDEMNIFIED PERSON, WHETHER AS A RESULT OF
NEGLIGENCE OR OTHERWISE. THE COMPANY SHALL ALSO PROVIDE CUSTOMARY INDEMNITIES TO
ANY UNDERWRITERS OF THE REGISTRABLE SECURITIES, THEIR OFFICERS, DIRECTORS AND
EMPLOYEES AND EACH PERSON WHO CONTROLS SUCH UNDERWRITERS (WITHIN THE MEANING OF
SECTION 15 OF THE SECURITIES ACT) TO THE SAME EXTENT AS PROVIDED ABOVE WITH
RESPECT TO THE INDEMNIFICATION OF THE DESIGNATED HOLDERS OF REGISTRABLE
SECURITIES.
6.2
INDEMNIFICATION BY DESIGNATED HOLDERS. IN CONNECTION WITH ANY
REGISTRATION STATEMENT IN WHICH A DESIGNATED HOLDER IS PARTICIPATING PURSUANT TO
ARTICLE III OR ARTICLE IV HEREOF, EACH SUCH DESIGNATED HOLDER SHALL PROMPTLY
FURNISH TO THE COMPANY IN WRITING SUCH INFORMATION WITH RESPECT TO SUCH
DESIGNATED HOLDER AS THE COMPANY MAY REASONABLY REQUEST OR AS MAY BE REQUIRED BY
LAW FOR USE IN CONNECTION WITH ANY SUCH REGISTRATION STATEMENT OR PROSPECTUS AND
ALL INFORMATION REQUIRED TO BE DISCLOSED IN ORDER TO MAKE THE INFORMATION
PREVIOUSLY FURNISHED TO THE COMPANY BY SUCH DESIGNATED HOLDER NOT MATERIALLY
MISLEADING OR NECESSARY TO CAUSE SUCH REGISTRATION STATEMENT OR PROSPECTUS NOT
TO OMIT A MATERIAL FACT WITH RESPECT TO SUCH DESIGNATED HOLDER NECESSARY