OF AND TITLE TO
THE REGISTRABLE SECURITIES AND ITS INTENDED METHOD OF DISTRIBUTION; AND ANY
LIABILITY OF ANY PARTICIPATING HOLDER TO ANY UNDERWRITER OR OTHER PERSON UNDER
SUCH UNDERWRITING AGREEMENT SHALL BE LIMITED TO LIABILITY ARISING FROM BREACH OF
ITS REPRESENTATIONS AND WARRANTIES AND SHALL BE LIMITED TO AN AMOUNT EQUAL TO
THE PROCEEDS (NET OF EXPENSES AND UNDERWRITING DISCOUNTS AND COMMISSIONS) THAT
IT DERIVES FROM SUCH REGISTRATION.
2.5.
PREPARATION; REASONABLE INVESTIGATION.
IN
CONNECTION WITH THE PREPARATION AND FILING OF EACH REGISTRATION STATEMENT UNDER
THE SECURITIES ACT PURSUANT TO THIS AGREEMENT, THE COMPANY WILL GIVE THE
PARTICIPATING HOLDERS, THE MANAGING UNDERWRITER(S), AND THEIR RESPECTIVE
COUNSEL, ACCOUNTANTS AND OTHER REPRESENTATIVES AND AGENTS THE OPPORTUNITY TO
PARTICIPATE IN THE PREPARATION OF SUCH REGISTRATION STATEMENT, EACH PROSPECTUS
INCLUDED THEREIN OR FILED WITH THE SEC, AND EACH AMENDMENT THEREOF OR SUPPLEMENT
THERETO OR COMPARABLE STATEMENTS UNDER SECURITIES OR "BLUE SKY" LAWS OF ANY
JURISDICTION, AND GIVE EACH OF THE FOREGOING PARTIES ACCESS TO ITS BOOKS AND
RECORDS, ALL FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND
PROPERTIES OF THE COMPANY AND ITS SUBSIDIARIES, AND SUCH OPPORTUNITIES TO
DISCUSS THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES WITH THEIR RESPECTIVE
DIRECTORS, OFFICERS AND EMPLOYEES AND THE INDEPENDENT PUBLIC ACCOUNTANTS WHO
HAVE CERTIFIED THE COMPANY AND ITS SUBSIDIARIES' FINANCIAL STATEMENTS, AND
SUPPLY ALL OTHER INFORMATION AND RESPOND TO ALL INQUIRIES REQUESTED BY SUCH
PARTICIPATING HOLDERS, MANAGING UNDERWRITER(S), OR THEIR RESPECTIVE COUNSEL,
ACCOUNTANTS OR OTHER REPRESENTATIVES OR AGENTS IN CONNECTION WITH SUCH
REGISTRATION STATEMENT, AS SHALL BE NECESSARY OR APPROPRIATE, IN THE OPINION OF
COUNSEL TO SUCH PARTICIPATING HOLDER OR MANAGING UNDERWRITER(S), TO CONDUCT A
REASONABLE INVESTIGATION WITHIN THE MEANING OF THE SECURITIES ACT, AND THE
COMPANY SHALL NOT FILE ANY REGISTRATION STATEMENT OR AMENDMENT THERETO OR ANY
PROSPECTUS OR SUPPLEMENT THERETO TO WHICH THE MAJORITY PARTICIPATING HOLDERS OR
THE MANAGING UNDERWRITER(S) SHALL OBJECT.
2.6.
INDEMNIFICATION.
(A)
INDEMNIFICATION BY THE COMPANY.
THE
COMPANY AGREES THAT IN THE EVENT OF ANY REGISTRATION OF ANY REGISTRABLE
SECURITIES UNDER THE SECURITIES ACT, THE COMPANY SHALL, AND HEREBY DOES,
INDEMNIFY AND HOLD HARMLESS, TO THE FULLEST EXTENT PERMITTED BY LAW, (I) EACH OF
THE HOLDERS AND THEIR AFFILIATES, (II) EACH OF THE HOLDERS' AND THEIR
AFFILIATES' RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, SUCCESSORS, ASSIGNS,
MEMBERS, PARTNERS, SHAREHOLDERS, EMPLOYEES, ADVISORS, REPRESENTATIVES, AND
AGENTS, (III) EACH OTHER PERSON WHO PARTICIPATES AS AN UNDERWRITER OR QUALIFIED
INDEPENDENT UNDERWRITER IN THE OFFERING OR SALE OF SUCH SECURITIES, (IV) EACH
PERSON WHO CONTROLS (WITHIN THE MEANING OF THE SECURITIES ACT OR THE EXCHANGE
ACT) ANY OF THE PERSONS LISTED IN CLAUSES (I), (II) OR (III) AND (V) ANY
REPRESENTATIVE (LEGAL OR OTHERWISE) OF ANY OF THE
13
PERSONS LISTED IN CLAUSES (I), (II), (III) OR (IV) (COLLECTIVELY, THE
"INDEMNITEES") FROM AND AGAINST ANY LOSSES, PENALTIES, FINES, LIENS, JUDGMENTS,
SUITS, CLAIMS, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE
ATTORNEY'S FEES AND ANY AMOUNTS PAID IN ANY SETTLEMENT EFFECTED IN COMPLIANCE
WITH SECTION 2.6(E)) OR LIABILITIES, JOINT OR SEVERAL (OR ACTIONS OR
PROCEEDINGS, WHETHER COMMENCED OR THREATENED, IN RESPECT