ANY LEGAL OR OTHER
EXPENSES REASONABLY INCURRED IN CONNECTION WITH DEFENDING OR INVESTIGATING ANY
SUCH ACTION OR CLAIM) CAUSED BY ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT
OF A MATERIAL FACT CONTAINED IN ANY REGISTRATION STATEMENT OR ANY AMENDMENT
THEREOF, ANY PRELIMINARY PROSPECTUS OR THE PROSPECTUS (AS AMENDED OR
SUPPLEMENTED IF THE COMPANY SHALL HAVE FURNISHED ANY AMENDMENTS OR SUPPLEMENTS
THERETO), CAUSED BY 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 SUCH LOSSES, CLAIMS, DAMAGES OR LIABILITIES
ARE CAUSED BY ANY SUCH UNTRUE STATEMENT OR OMISSION OR ALLEGED UNTRUE STATEMENT
OR OMISSION BASED UPON INFORMATION RELATING TO ANY HOLDER FURNISHED TO THE
COMPANY IN WRITING BY SUCH HOLDER EXPRESSLY FOR USE THEREIN; PROVIDED THAT THE
INDEMNIFICATION CONTAINED IN THIS PARAGRAPH SHALL NOT INURE TO THE BENEFIT OF
ANY HOLDER (OR TO THE BENEFIT OF ANY PERSON CONTROLLING SUCH HOLDER) ON ACCOUNT
OF ANY SUCH LOSSES, CLAIMS, DAMAGES OR LIABILITIES CAUSED BY ANY UNTRUE
STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION MADE IN
ANY PRELIMINARY PROSPECTUS PROVIDED IN EACH CASE THE COMPANY HAS PERFORMED ITS
OBLIGATIONS UNDER SECTION 3(A) HEREOF IF EITHER (A) (I) SUCH HOLDER FAILED TO
SEND OR DELIVER A COPY OF THE PROSPECTUS WITH OR PRIOR TO THE DELIVERY OF
WRITTEN CONFIRMATION OF THE SALE BY SUCH HOLDER TO THE PERSON ASSERTING THE
CLAIM FROM WHICH SUCH LOSSES, CLAIMS, DAMAGES OR LIABILITIES ARISE AND (II) THE
PROSPECTUS WOULD HAVE CORRECTED SUCH UNTRUE STATEMENT OR ALLEGED UNTRUE
STATEMENT OR SUCH OMISSION OR ALLEGED OMISSION, OR (B) (X) SUCH UNTRUE STATEMENT
OR ALLEGED UNTRUE STATEMENT, OMISSION OR ALLEGED OMISSION IS CORRECTED IN AN
AMENDMENT OR SUPPLEMENT TO THE PROSPECTUS AND (Y) HAVING PREVIOUSLY BEEN
FURNISHED BY OR ON BEHALF OF THE COMPANY WITH COPIES OF THE PROSPECTUS AS SO
AMENDED OR SUPPLEMENTED, SUCH
15
Holder thereafter fails to deliver such Prospectus as so amended or
supplemented, with or prior to the delivery of written confirmation of the sale
of a Registrable Security to the person asserting the claim from which such
losses, claims, damages or liabilities arise.
In connection with any
underwritten offering pursuant to Section 8, the Company will also indemnify the
underwriters, if any, their officers and directors and each person who controls
such underwriters (within the meaning of the Securities Act and the Exchange
Act) to the same extent as provided herein with respect to the indemnification
of the Holders, if requested in connection with any Registration Statement.
(B)
INDEMNIFICATION BY HOLDERS.
EACH HOLDER AGREES SEVERALLY AND NOT
JOINTLY TO INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS DIRECTORS, ITS
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) OR
ANY OTHER HOLDER, TO THE SAME EXTENT AS THE FOREGOING INDEMNITY FROM THE COMPANY
TO SUCH HOLDER, BUT ONLY WITH REFERENCE TO INFORMATION RELATING