HOLDER UPON DEMAND FOR ANY REASONABLE LEGAL OR OTHER
OUT-OF-POCKET EXPENSES REASONABLY INCURRED BY SUCH INDEMNIFIED HOLDER IN
CONNECTION WITH INVESTIGATING OR DEFENDING ANY SUCH LOSS, CLAIM, DAMAGE OR
LIABILITY, ACTION OR PROCEEDING OR IN RESPONDING TO A SUBPOENA OR GOVERNMENTAL
INQUIRY RELATED TO THE OFFERING OF THE REGISTRABLE SECURITIES, WHETHER OR NOT
SUCH INDEMNIFIED HOLDER IS A PARTY TO ANY ACTION OR PROCEEDING.
IN THE EVENT
THAT IT IS FINALLY JUDICIALLY DETERMINED THAT AN INDEMNIFIED HOLDER WAS NOT
ENTITLED TO RECEIVE PAYMENTS FOR LEGAL AND OTHER EXPENSES PURSUANT TO THIS
SECTION 6, SUCH INDEMNIFIED HOLDER WILL PROMPTLY RETURN ALL SUMS THAT HAD BEEN
ADVANCED PURSUANT HERETO.
(C)
EACH HOLDER AGREES, SEVERALLY AND NOT JOINTLY, TO
INDEMNIFY AND HOLD HARMLESS THE COMPANY, EACH OF ITS DIRECTORS AND OFFICERS AND
EACH PERSON, IF ANY, WHO CONTROLS THE COMPANY WITHIN THE MEANING OF EITHER
SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE EXCHANGE ACT) TO THE SAME
EXTENT AS THE INDEMNITY PROVIDED IN SECTION 6(A) FROM THE COMPANY TO EACH
HOLDER, PROVIDED, HOWEVER, THAT SUCH HOLDER WILL BE LIABLE IN EACH CASE TO THE
EXTENT, BUT ONLY TO THE EXTENT, THAT SUCH UNTRUE STATEMENT OR ALLEGED UNTRUE
STATEMENT OR OMISSION OR ALLEGED OMISSION HAS BEEN MADE IN ANY REGISTRATION
STATEMENT OR PROSPECTUS, OR ANY AMENDMENT OR SUPPLEMENT THERETO OR ANY RELATED
PRELIMINARY PROSPECTUS, IN RELIANCE UPON AND IN CONFORMITY WITH WRITTEN
INFORMATION FURNISHED TO THE COMPANY BY SUCH HOLDER SPECIFICALLY FOR USE IN THE
PREPARATION THEREOF.
THE LIABILITY OF ANY HOLDER UNDER THIS SECTION 6(C) SHALL
IN NO EVENT EXCEED THE PROCEEDS RECEIVED BY SUCH HOLDER FROM SALES OF
REGISTRABLE SECURITIES GIVING RISE TO SUCH OBLIGATION.
15
(D)
IN CASE ANY PROCEEDING (INCLUDING ANY GOVERNMENTAL
INVESTIGATION) SHALL BE INSTITUTED INVOLVING ANY PERSON IN RESPECT OF WHICH
INDEMNITY MAY BE SOUGHT PURSUANT TO SECTION 6(A) OR (C), SUCH PERSON (THE
"INDEMNIFIED PERSON") SHALL PROMPTLY NOTIFY THE PERSON OR PERSONS AGAINST WHOM
SUCH INDEMNITY MAY BE SOUGHT (EACH AN "INDEMNIFYING PERSON") IN WRITING.
NO
INDEMNIFICATION PROVIDED FOR IN SECTION 6(A) OR (C) SHALL BE AVAILABLE TO ANY
PERSON WHO SHALL FAIL TO GIVE NOTICE AS PROVIDED IN THIS SECTION 6(D) IF THE
PARTY TO WHOM NOTICE WAS NOT GIVEN WAS UNAWARE OF THE PROCEEDING TO WHICH SUCH
NOTICE WOULD HAVE RELATED AND WAS MATERIALLY PREJUDICED BY THE FAILURE TO GIVE
SUCH NOTICE, BUT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT RELIEVE THE
INDEMNIFYING PERSON OR PERSONS FROM ANY LIABILITY WHICH IT OR THEY MAY HAVE TO
THE INDEMNIFIED PERSON FOR CONTRIBUTION OR OTHERWISE THAN ON ACCOUNT OF THE
PROVISIONS OF SECTION 6(A) OR (C).
IN CASE ANY SUCH PROCEEDING SHALL BE BROUGHT
AGAINST ANY INDEMNIFIED PERSON AND IT SHALL NOTIFY THE INDEMNIFYING PERSON OF
THE COMMENCEMENT THEREOF, THE INDEMNIFYING PERSON SHALL BE ENTITLED TO
PARTICIPATE THEREIN AND, TO THE EXTENT THAT IT SHALL WISH, JOINTLY WITH ANY
OTHER INDEMNIFYING PERSON SIMILARLY NOTIFIED, TO ASSUME THE DEFENSE THEREOF,
WITH COUNSEL SATISFACTORY TO SUCH INDEMNIFIED PERSON AND SHALL PAY AS INCURRED