ALL
CLAIMS, LOSSES, DAMAGES AND LIABILITIES (OR ACTIONS IN RESPECT THEREOF) ARISING
OUT OF OR BASED ON ANY UNTRUE STATEMENT (OR ALLEGED UNTRUE STATEMENT) OF A
MATERIAL FACT CONTAINED IN THE REGISTRATION STATEMENT, PROSPECTUS, OFFERING
CIRCULAR OR OTHER DOCUMENT, 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, AND WITHIN A REASONABLE PERIOD WILL REIMBURSE
THE COMPANY, SUCH DIRECTORS, OFFICERS, PERSONS, UNDERWRITERS OR CONTROL PERSONS
FOR ANY LEGAL OR ANY OTHER EXPENSES REASONABLY INCURRED IN CONNECTION WITH
INVESTIGATING OR DEFENDING ANY SUCH CLAIM, LOSS, DAMAGE, LIABILITY OR ACTION, IN
EACH CASE TO THE EXTENT, BUT ONLY TO THE EXTENT, THAT SUCH UNTRUE STATEMENT (OR
ALLEGED UNTRUE STATEMENT) OR OMISSION (OR ALLEGED OMISSION) IS MADE IN SUCH
REGISTRATION STATEMENT, PROSPECTUS, OFFERING CIRCULAR OR OTHER DOCUMENT IN
RELIANCE UPON AND IN CONFORMITY WITH WRITTEN INFORMATION FURNISHED TO THE
COMPANY BY AN INSTRUMENT DULY EXECUTED BY THE HOLDERS AND STATED TO BE
SPECIFICALLY FOR USE THEREIN.
(C)
EACH PARTY ENTITLED TO INDEMNIFICATION UNDER THIS SECTION 2.6 (THE
"INDEMNIFIED PARTY") SHALL GIVE NOTICE TO THE PARTY REQUIRED TO PROVIDE
INDEMNIFICATION (THE "INDEMNIFYING PARTY") PROMPTLY AFTER SUCH INDEMNIFIED PARTY
HAS ACTUAL KNOWLEDGE OF ANY CLAIM AS TO WHICH INDEMNITY MAY BE SOUGHT, AND SHALL
PERMIT THE INDEMNIFYING PARTY TO ASSUME THE DEFENSE OF ANY SUCH CLAIM OR ANY
LITIGATION RESULTING THEREFROM, PROVIDED THAT COUNSEL FOR THE INDEMNIFYING
PARTY, WHO SHALL CONDUCT THE DEFENSE OF SUCH CLAIM OR LITIGATION, SHALL BE
APPROVED BY THE INDEMNIFIED PARTY (WHOSE APPROVAL SHALL NOT UNREASONABLY BE
WITHHELD), AND THE INDEMNIFIED PARTY MAY PARTICIPATE IN SUCH DEFENSE AT SUCH
PARTY'S EXPENSE, AND PROVIDED FURTHER THAT THE FAILURE OF ANY INDEMNIFIED PARTY
TO GIVE NOTICE AS PROVIDED HEREIN SHALL NOT RELIEVE THE INDEMNIFYING PARTY OF
ITS
OBLIGATIONS UNDER THIS SECTION 2.6 UNLESS THE FAILURE TO GIVE SUCH NOTICE IS
MATERIALLY PREJUDICIAL TO AN INDEMNIFYING PARTY'S ABILITY TO DEFEND SUCH ACTION
AND PROVIDED FURTHER, THAT THE INDEMNIFYING PARTY SHALL NOT ASSUME THE DEFENSE
FOR MATTERS AS TO WHICH THERE IS A CONFLICT OF INTEREST OR SEPARATE AND
DIFFERENT DEFENSES.
NO INDEMNIFYING PARTY, IN THE DEFENSE OF ANY SUCH CLAIM OR
LITIGATION, SHALL, EXCEPT WITH THE CONSENT OF EACH INDEMNIFIED PARTY, CONSENT TO
ENTRY OF ANY JUDGMENT OR ENTER INTO ANY SETTLEMENT WHICH DOES NOT INCLUDE AS AN
UNCONDITIONAL TERM THEREOF THE GIVING BY THE CLAIMANT OR PLAINTIFF TO SUCH
INDEMNIFIED PARTY OF A RELEASE FROM ALL LIABILITY IN RESPECT TO SUCH CLAIM OR
LITIGATION.
(D)
THE PARTIES TO THIS AGREEMENT HEREBY ACKNOWLEDGE THAT THEY ARE
SOPHISTICATED BUSINESS PERSONS WHO WERE REPRESENTED BY COUNSEL DURING THE
NEGOTIATIONS REGARDING THE PROVISIONS HEREOF INCLUDING, WITHOUT LIMITATION, THE
PROVISIONS OF THIS SECTION 2.6, AND ARE FULLY INFORMED REGARDING SAID
PROVISIONS.
THEY FURTHER ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION 2.6
FAIRLY ALLOCATE THE RISKS IN LIGHT OF THE ABILITY OF THE PARTIES TO INVESTIGATE
THE COMPANY AND ITS BUSINESS IN ORDER TO ASSURE THAT ADEQUATE DISCLOSURE IS MADE
IN