AVAILABLE TO THE PUBLIC OTHER THAN BY DISCLOSURE
IN VIOLATION OF THIS OR ANY OTHER AGREEMENT.
THE COMPANY SHALL NOT BE REQUIRED
TO DISCLOSE ANY CONFIDENTIAL INFORMATION IN SUCH RECORDS TO ANY INSPECTOR UNTIL
AND UNLESS SUCH INSPECTOR SHALL HAVE ENTERED INTO CONFIDENTIALITY AGREEMENTS (IN
FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY) WITH THE COMPANY WITH RESPECT
THERETO, SUBSTANTIALLY IN THE FORM OF THIS SECTION 2.5(L).
EACH INVESTOR AGREES
THAT UPON LEARNING THAT THE RELEASE OF SUCH RECORDS IS ORDERED PURSUANT TO A
SUBPOENA OR OTHER ORDER FROM A COURT OR GOVERNMENT BODY OF COMPETENT
JURISDICTION, IT SHALL GIVE PROMPT NOTICE TO THE COMPANY AND ALLOW THE COMPANY,
AT ITS EXPENSE, TO UNDERTAKE APPROPRIATE ACTION TO PREVENT DISCLOSURE OF, OR TO
OBTAIN A PROTECTIVE ORDER FOR, THE RECORDS DEEMED CONFIDENTIAL.
NOTHING HEREIN
SHALL BE DEEMED TO LIMIT THE INVESTORS' ABILITY TO SELL REGISTRABLE SECURITIES
IN A MANNER WHICH IS OTHERWISE CONSISTENT WITH APPLICABLE LAWS AND REGULATIONS.
(M)
THE COMPANY SHALL NOT GRANT REGISTRATION
RIGHTS TO ANY THIRD PARTY THAT WOULD RESULT IN A VIOLATION OF ITS OBLIGATIONS
UNDER THIS AGREEMENT.
ARTICLE III
INDEMNIFICATION
SECTION 3.1
IN THE EVENT ANY REGISTRABLE SECURITIES ARE
INCLUDED IN A REGISTRATION STATEMENT UNDER ARTICLE II:
(A)
THE COMPANY WILL INDEMNIFY AND HOLD
HARMLESS EACH SELLING HOLDER, EACH OF ITS OFFICERS, DIRECTORS, PARTNERS AND
TRUSTEES, AND EACH PERSON CONTROLLING SUCH SELLING HOLDER WITHIN THE MEANING OF
SECTION 15 OF THE SECURITIES ACT, WITH RESPECT TO WHICH REGISTRATION,
QUALIFICATION OR COMPLIANCE HAS BEEN EFFECTED PURSUANT TO ARTICLE II, AND EACH
UNDERWRITER, IF ANY, AND EACH PERSON WHO CONTROLS SUCH UNDERWRITER WITHIN THE
MEANING OF SECTION 15 OF THE SECURITIES ACT, AGAINST ALL EXPENSES (INCLUDING
REASONABLE COSTS OF INVESTIGATION), CLAIMS, LOSSES, DAMAGES OR LIABILITIES, OR
ACTIONS IN RESPECT THEREOF, INCLUDING ANY OF THE FOREGOING INCURRED IN
SETTLEMENT OF ANY LITIGATION, COMMENCED OR THREATENED, ARISING OUT OF OR BASED
ON ANY UNTRUE STATEMENT (OR ALLEGED UNTRUE STATEMENT) OF A MATERIAL FACT
CONTAINED IN ANY REGISTRATION STATEMENT, PROSPECTUS, OR ANY AMENDMENT OR
SUPPLEMENT THERETO, OR BASED ON ANY OMISSION (OR ALLEGED OMISSION) TO STATE
THEREIN A
10
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT MISLEADING,
OR ANY VIOLATION OR ALLEGED VIOLATION BY THE COMPANY OF THE SECURITIES ACT, THE
EXCHANGE ACT OR ANY STATE SECURITIES LAW OR ANY RULE OR REGULATION PROMULGATED
UNDER THE SECURITIES ACT, THE EXCHANGE ACT OR ANY STATE SECURITIES LAW IN
CONNECTION WITH ANY SUCH REGISTRATION, QUALIFICATION OR COMPLIANCE
("VIOLATION"), AND THE COMPANY WILL REIMBURSE EACH SUCH SELLING HOLDER, EACH OF
ITS OFFICERS, DIRECTORS, AND PARTNERS AND EACH PERSON CONTROLLING SUCH SELLING
HOLDER, EACH SUCH UNDERWRITER AND EACH PERSON WHO CONTROLS ANY SUCH UNDERWRITER,
FOR ANY LEGAL AND ANY OTHER EXPENSES (AS SUCH LEGAL OR OTHER EXPENSES ARE
INCURRED) REASONABLY INCURRED IN CONNECTION WITH INVESTIGATING, PREPARING OR
DEFENDING ANY SUCH CLAIM, LOSS, DAMAGE, LIABILITY OR ACTION, PROVIDED THAT THE
COMPANY WILL NOT BE LIABLE IN ANY SUCH