SHALL NOT BE UNREASONABLY
WITHHELD), OR (C) TO THE EXTENT THAT IT IS FINALLY JUDICIALLY DETERMINED THAT
SUCH
15
LIABILITIES RESULTED PRIMARILY FROM THE WILLFUL MISCONDUCT OR BAD FAITH OF SUCH
INDEMNIFIED PARTY; PROVIDED, FURTHER, THAT IF AND TO THE EXTENT THAT SUCH
INDEMNIFICATION IS HELD, BY FINAL JUDICIAL DETERMINATION TO BE UNENFORCEABLE, IN
WHOLE OR IN PART, FOR ANY REASON, THE COMPANY SHALL MAKE THE MAXIMUM
CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF SUCH INDEMNIFIED LIABILITY.
IN
CONNECTION WITH THE OBLIGATION OF THE COMPANY TO INDEMNIFY FOR EXPENSES AS SET
FORTH ABOVE, IF AN INDEMNIFIED PARTY IS REIMBURSED HEREUNDER FOR ANY EXPENSES,
SUCH REIMBURSEMENT OF EXPENSES SHALL BE REFUNDED TO THE EXTENT IT IS FINALLY
JUDICIALLY DETERMINED THAT THE LIABILITIES IN QUESTION RESULTED PRIMARILY FROM
THE WILLFUL MISCONDUCT OR BAD FAITH OF SUCH INDEMNIFIED PARTY.
7.2
INDEMNIFICATION BY INVESTORS.
EACH INVESTOR
WILL INDEMNIFY THE COMPANY, EACH OF ITS DIRECTORS AND OFFICERS, EACH LEGAL
COUNSEL AND INDEPENDENT ACCOUNTANT OF THE COMPANY, EACH PERSON WHO CONTROLS THE
COMPANY WITHIN THE MEANING OF THE SECURITIES ACT, ANY UNDERWRITER, AND EACH
OTHER INVESTOR, AGAINST ALL CLAIMS, LOSSES, DAMAGES AND LIABILITIES (OR ACTIONS
IN RESPECT THEREOF) ARISING OUT OF OR BASED ON (A) ANY UNTRUE STATEMENT (OR
ALLEGED UNTRUE STATEMENT) OF A MATERIAL FACT CONTAINED IN ANY SUCH REGISTRATION
STATEMENT, PROSPECTUS, OFFERING CIRCULAR OR OTHER SIMILAR 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 IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, AND WILL REIMBURSE THE
COMPANY, SUCH DIRECTORS, AND OFFICERS, CONTROL PERSONS, UNDERWRITER AND EACH
OTHER INVESTOR FOR ANY LEGAL OR ANY OTHER EXPENSES REASONABLY INCURRED IN
CONNECTION WITH INVESTIGATING OR DEFENDING ANY SUCH CLAIM, LOSS, DAMAGE,
LIABILITY OR ACTION, AS INCURRED, 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 IN WRITING TO THE COMPANY BY AN INSTRUMENT DULY EXECUTED
BY SUCH INVESTOR AND STATED TO BE SPECIFICALLY FOR USE THEREIN OR FURNISHED BY
SUCH INVESTOR TO THE COMPANY IN RESPONSE TO A REQUEST BY THE COMPANY STATING
SPECIFICALLY THAT SUCH INFORMATION WILL BE USED BY THE COMPANY THEREIN; OR
(B) ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SUCH INVESTOR IN THIS
AGREEMENT.
PROVIDED, HOWEVER, THAT THE INDEMNITY AGREEMENT PROVIDED IN THIS
SECTION 7 SHALL NOT APPLY TO AMOUNTS PAID IN SETTLEMENT OF ANY SUCH LOSS, CLAIM,
DAMAGE, LIABILITY OR ACTION IF SUCH SETTLEMENT IS EFFECTED WITHOUT THE WRITTEN
CONSENT OF THE INVESTOR, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD. IN NO
EVENT SHALL AN INVESTOR'S INDEMNIFICATION OBLIGATION EXCEED THE NET PROCEEDS
RECEIVED FROM ITS SALE OF SHARES IN SUCH OFFERING.
7.3
Notification; Procedure.
(a) Each party entitled to indemnification under this Section 7 (the
"Indemnified Party") shall give notice to