CUSTOMARY FORM, INCLUDING, WITHOUT LIMITATION, CUSTOMARY
INDEMNIFICATION AND CONTRIBUTION OBLIGATIONS, WITH THE MANAGING UNDERWRITER OF
SUCH OFFERING AND TAKE SUCH OTHER ACTIONS AS ARE REASONABLY REQUIRED IN ORDER TO
EXPEDITE OR FACILITATE THE DISPOSITIONS OF THE REGISTRABLE SECURITIES OR
ADDITIONAL REGISTRABLE SECURITIES, AS APPLICABLE.
7
(D)
EACH PURCHASER AGREES THAT, UPON RECEIPT OF ANY NOTICE FROM THE
COMPANY OF THE HAPPENING OF ANY EVENT RENDERING A REGISTRATION STATEMENT NO
LONGER EFFECTIVE, SUCH PURCHASER WILL IMMEDIATELY DISCONTINUE DISPOSITION OF
REGISTRABLE SECURITIES OR ADDITIONAL REGISTRABLE SECURITIES PURSUANT TO THE
REGISTRATION STATEMENT COVERING SUCH REGISTRABLE SECURITIES OR ADDITIONAL
REGISTRABLE SECURITIES, UNTIL THE PURCHASER'S RECEIPT OF THE COPIES OF THE
SUPPLEMENTED OR AMENDED PROSPECTUS FILED WITH THE SEC AND DECLARED EFFECTIVE
AND, IF SO DIRECTED BY THE COMPANY, THE PURCHASER SHALL DELIVER TO THE COMPANY
(AT THE EXPENSE OF THE COMPANY) OR DESTROY ALL COPIES IN THE PURCHASER'S
POSSESSION OF THE PROSPECTUS COVERING THE REGISTRABLE SECURITIES OR ADDITIONAL
REGISTRABLE SECURITIES, AS APPLICABLE, CURRENT AT THE TIME OF RECEIPT OF SUCH
NOTICE.
(E)
NO PURCHASER MAY PARTICIPATE IN ANY THIRD PARTY UNDERWRITTEN
REGISTRATION HEREUNDER UNLESS IT (I) AGREES TO SELL THE REGISTRABLE SECURITIES
OR ADDITIONAL REGISTRABLE SECURITIES, AS APPLICABLE, ON THE BASIS PROVIDED IN
ANY UNDERWRITING ARRANGEMENTS IN USUAL AND CUSTOMARY FORM ENTERED INTO BY THE
COMPANY, (II) COMPLETES AND EXECUTES ALL QUESTIONNAIRES, POWERS OF ATTORNEY,
INDEMNITIES, UNDERWRITING AGREEMENTS AND OTHER DOCUMENTS REASONABLY REQUIRED
UNDER THE TERMS OF SUCH UNDERWRITING ARRANGEMENTS, AND (III) AGREES TO PAY ITS
PRO RATA SHARE OF ALL UNDERWRITING DISCOUNTS AND COMMISSIONS AND ANY EXPENSES IN
EXCESS OF THOSE PAYABLE BY THE COMPANY PURSUANT TO THE TERMS OF THIS AGREEMENT.
6.
INDEMNIFICATION.
(A)
INDEMNIFICATION BY COMPANY.
THE COMPANY AGREES TO INDEMNIFY AND
HOLD HARMLESS, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PURCHASERS, EACH OF
THEIR OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES AND EACH PERSON WHO CONTROLS
THE PURCHASERS (WITHIN THE MEANING OF THE 1933 ACT) AGAINST ALL LOSSES, CLAIMS,
DAMAGES, LIABILITIES, COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEY'S FEES) AND EXPENSES IMPOSED ON SUCH PERSON CAUSED BY (I) ANY UNTRUE OR
ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN ANY REGISTRATION
STATEMENT, PROSPECTUS OR ANY PRELIMINARY PROSPECTUS OR ANY AMENDMENT OR
SUPPLEMENT THERETO OR 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, EXCEPT INSOFAR AS THE SAME ARE BASED UPON ANY
INFORMATION FURNISHED IN WRITING TO THE COMPANY BY SUCH PURCHASERS, EXPRESSLY
FOR USE THEREIN, OR (II) ANY VIOLATION BY THE COMPANY OF ANY FEDERAL, STATE OR
COMMON LAW, RULE OR REGULATION APPLICABLE TO THE COMPANY IN CONNECTION WITH ANY
REGISTRATION STATEMENT, PROSPECTUS OR ANY PRELIMINARY PROSPECTUS, OR ANY
AMENDMENT OR SUPPLEMENT THERETO, AND SHALL REIMBURSE IN ACCORDANCE WITH
SUBPARAGRAPH (C) BELOW, EACH OF THE FOREGOING PERSONS FOR ANY LEGAL AND ANY
OTHER EXPENSES REASONABLY INCURRED IN CONNECTION WITH INVESTIGATING OR DEFENDING
ANY SUCH CLAIMS.
THE FOREGOING IS SUBJECT TO THE CONDITION THAT, INSOFAR AS THE
FOREGOING INDEMNITIES RELATE TO ANY UNTRUE STATEMENT,