WITH THE STATEMENTS OR OMISSIONS THAT RESULTED IN SUCH LOSS,
LIABILITY, CLAIM, DAMAGE OR EXPENSE AS WELL AS ANY OTHER RELEVANT EQUITABLE
CONSIDERATIONS.
THE RELATIVE FAULT OF THE INDEMNIFYING PARTY AND OF THE
INDEMNIFIED PARTY SHALL BE DETERMINED BY REFERENCE TO, AMONG OTHER THINGS,
WHETHER THE UNTRUE OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT OR THE
OMISSION OR ALLEGED OMISSION TO STATE A MATERIAL FACT RELATES TO INFORMATION
SUPPLIED BY THE INDEMNIFYING PARTY OR BY THE INDEMNIFIED PARTY AND THE PARTIES'
RELATIVE INTENT, KNOWLEDGE, ACCESS TO INFORMATION CONCERNING THE MATTER WITH
RESPECT TO WHICH THE CLAIM WAS ASSERTED AND OPPORTUNITY TO CORRECT OR PREVENT
SUCH STATEMENT OR OMISSION.
THE PARTIES AGREE THAT IT WOULD BE NEITHER JUST NOR
EQUITABLE IF CONTRIBUTION PURSUANT TO THIS SECTION 2.9(D) WERE DETERMINED BY PRO
RATA ALLOCATION OR BY ANY OTHER METHOD OF ALLOCATION THAT DOES NOT TAKE INTO
ACCOUNT THE EQUITABLE CONSIDERATIONS REFERRED TO IN THE IMMEDIATELY PRECEDING
SENTENCES.
NO PERSON GUILTY OF FRAUDULENT MISREPRESENTATION (WITHIN THE MEANING
OF SECTION 11(F) OF THE SECURITIES ACT) SHALL BE ENTITLED TO CONTRIBUTION FROM
ANY PERSON WHO WAS NOT GUILTY OF SUCH FRAUDULENT MISREPRESENTATION.
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT THAT THE PROVISIONS ON
INDEMNIFICATION AND CONTRIBUTION CONTAINED IN THE UNDERWRITING AGREEMENT ENTERED
INTO IN CONNECTION WITH AN UNDERWRITTEN PUBLIC OFFERING ARE IN CONFLICT WITH THE
FOREGOING PROVISIONS, THE PROVISIONS IN SUCH UNDERWRITING AGREEMENT SHALL
CONTROL.
THE OBLIGATIONS OF THE COMPANY AND HOLDERS UNDER THIS SECTION 0 SHALL SURVIVE
THE COMPLETION OF ANY OFFERING OF REGISTRABLE SECURITIES PURSUANT TO A
REGISTRATION STATEMENT UNDER THIS SECTION 0 AND OTHERWISE.
THE INDEMNITY AND
CONTRIBUTION AGREEMENTS CONTAINED IN THIS SECTION 2.9 ARE IN ADDITION TO ANY
LIABILITY THAT AN INDEMNIFYING PARTY MAY HAVE TO AN INDEMNIFIED PARTY AT LAW OR
IN EQUITY.
REPORTS UNDER THE EXCHANGE ACT.
SO LONG AS ANY REGISTRABLE SECURITIES ARE
OUTSTANDING, WITH A VIEW TO MAKING AVAILABLE TO THE HOLDERS THE BENEFITS OF
(I) RULE 144 PROMULGATED UNDER THE SECURITIES ACT AND ANY OTHER RULE OR
REGULATION OF THE SEC THAT MAY AT ANY TIME PERMIT A HOLDER TO SELL SECURITIES OF
THE COMPANY TO THE PUBLIC WITHOUT REGISTRATION AND (II) SELLING SECURITIES TO
THE PUBLIC PURSUANT TO A REGISTRATION ON FORM S-3, THE COMPANY AGREES TO:
MAKE AND KEEP AVAILABLE CURRENT PUBLIC INFORMATION SATISFYING SEC
RULE 144(C) (OR ANY SUCCESSOR PROVISION THERETO);
TAKE SUCH ACTION, INCLUDING MAINTAINING THE REGISTRATION OF ITS COMMON STOCK
UNDER SECTION 12 OF THE EXCHANGE ACT, AS IS NECESSARY TO ENABLE THE HOLDERS TO
UTILIZE FORM S-3 FOR THE SALE OF THEIR REGISTRABLE SECURITIES;
FILE WITH THE SEC IN A TIMELY MANNER ALL REPORTS AND OTHER DOCUMENTS REQUIRED OF
THE COMPANY UNDER THE SECURITIES ACT AND THE EXCHANGE ACT; AND
FURNISH TO ANY HOLDER, SO LONG AS THE HOLDER OWNS ANY OF THE REGISTRABLE
SECURITIES, PROMPTLY UPON REQUEST A COPY OF THE MOST RECENT PERIODIC
OR SPECIAL REPORT OR PROXY OR INFORMATION STATEMENT OF THE COMPANY AND SUCH
OTHER REPORTS AND DOCUMENTS FILED BY THE COMPANY WITH THE SEC