of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.
In the event the Company shall
give any such notice, the period mentioned in clause (ii) of this Section 4
shall be extended by the number of days during the period from and including the
date of the giving of such notice pursuant to clause (vi) of this Section 4 and
including the date when each seller of Registrable Securities covered by such
registration statement shall have received the copies of the supplemented or
amended prospectus contemplated by clause (vi) of this Section 4.
5.
INDEMNIFICATION.
(A)
INDEMNIFICATION BY THE COMPANY.
IN THE EVENT OF
ANY REGISTRATION OF ANY SECURITIES OF THE COMPANY UNDER THE SECURITIES ACT
PURSUANT TO SECTION 2 OR 3, THE COMPANY WILL, AND IT HEREBY DOES, INDEMNIFY AND
HOLD HARMLESS, TO THE EXTENT PERMITTED BY LAW, THE SELLER OF ANY REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT, EACH AFFILIATE OF SUCH SELLER
AND THEIR RESPECTIVE DIRECTORS AND OFFICERS, MEMBERS OR GENERAL AND LIMITED
PARTNERS (INCLUDING ANY DIRECTOR, OFFICER, AFFILIATE, EMPLOYEE, AGENT AND
CONTROLLING PERSON OF ANY OF THE FOREGOING), EACH OTHER PERSON WHO PARTICIPATES
AS AN UNDERWRITER IN THE OFFERING OR SALE OF SUCH SECURITIES AND EACH OTHER
PERSON, IF ANY, WHO CONTROLS SUCH SELLER OR ANY SUCH UNDERWRITER WITHIN THE
MEANING OF THE SECURITIES ACT (COLLECTIVELY, THE "INDEMNIFIED PARTIES"), AGAINST
ANY AND ALL LOSSES, CLAIMS, DAMAGES OR LIABILITIES, JOINT OR SEVERAL, AND
EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND REASONABLE EXPENSES OF
INVESTIGATION) TO WHICH SUCH INDEMNIFIED PARTY MAY BECOME SUBJECT UNDER THE
SECURITIES ACT, COMMON LAW OR OTHERWISE, INSOFAR AS SUCH LOSSES, CLAIMS, DAMAGES
OR LIABILITIES (OR ACTIONS OR PROCEEDINGS IN RESPECT THEREOF, WHETHER OR NOT
SUCH ­INDEMNIFIED PARTY IS A PARTY THERETO) ARISE OUT OF OR ARE BASED UPON (A)
ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF ANY MATERIAL FACT CONTAINED
IN ANY REGISTRATION STATEMENT UNDER WHICH SUCH SECURITIES WERE REGISTERED UNDER
THE SECURITIES ACT, ANY PRELIMINARY, FINAL OR SUMMARY PROSPECTUS CONTAINED
THEREIN, OR ANY AMENDMENT OR SUPPLEMENT THERETO, OR (B) ANY OMISSION OR ALLEGED
OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN (IN THE CASE OF A PROSPECTUS, IN LIGHT
OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE) NOT MISLEADING, AND THE COMPANY
WILL REIMBURSE SUCH INDEMNIFIED PARTY FOR ANY
10
LEGAL OR ANY OTHER EXPENSES REASONABLY INCURRED BY IT IN CONNECTION WITH
INVESTIGATING OR DEFENDING AGAINST ANY SUCH LOSS, CLAIM, LIABILITY, ACTION OR
PROCEEDING; PROVIDED THAT THE COMPANY SHALL NOT BE LIABLE TO ANY INDEMNIFIED
PARTY IN ANY SUCH CASE TO THE EXTENT THAT ANY SUCH LOSS, CLAIM, DAMAGE,
LIABILITY (OR ACTION OR PROCEEDING IN RESPECT THEREOF) OR EXPENSE ARISES OUT OF
OR IS BASED UPON ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR
ALLEGED OMISSION MADE IN SUCH REGISTRATION STATEMENT OR AMENDMENT OR SUPPLEMENT
THERETO OR IN ANY SUCH PRELIMINARY, FINAL OR SUMMARY PROSPECTUS IN RELIANCE UPON
AND IN CONFORMITY