USE THEREIN.
(B)
EACH HOLDER WILL, IF REGISTRABLE SECURITIES HELD BY OR ISSUABLE TO
SUCH HOLDER ARE INCLUDED IN THE SECURITIES AS TO WHICH SUCH REGISTRATION,
QUALIFICATION OR COMPLIANCE IS BEING EFFECTED, SEVERALLY AND NOT JOINTLY,
INDEMNIFY AND HOLD HARMLESS TO THE FULLEST EXTENT PERMITTED BY LAW THE COMPANY,
EACH OF ITS DIRECTORS AND OFFICERS, EACH UNDERWRITER, IF ANY, OF THE COMPANY'S
SECURITIES COVERED
7
BY SUCH A REGISTRATION STATEMENT, EACH PERSON WHO CONTROLS THE COMPANY WITHIN
THE MEANING OF THE SECURITIES ACT, AND EACH OTHER SUCH HOLDER, EACH OF ITS
OFFICERS, DIRECTORS AND PARTNERS AND EACH PERSON CONTROLLING SUCH HOLDER,
AGAINST ALL CLAIMS, LOSSES, EXPENSES, DAMAGES AND LIABILITIES (OR ACTIONS IN
RESPECT THEREOF) ARISING OUT OF OR BASED ON ANY UNTRUE STATEMENT (OR ALLEGED
UNTRUE STATEMENT) OF A MATERIAL FACT CONTAINED IN ANY SUCH REGISTRATION
STATEMENT, PROSPECTUS, OFFERING CIRCULAR OR OTHER 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, AND WILL REIMBURSE
THE COMPANY, SUCH HOLDERS, SUCH DIRECTORS, OFFICERS, PARTNERS, PERSONS OR
UNDERWRITERS FOR ANY REASONABLE LEGAL OR ANY OTHER EXPENSES INCURRED IN
CONNECTION WITH INVESTIGATING, DEFENDING OR SETTLING ANY SUCH CLAIM, LOSS,
DAMAGE, LIABILITY OR ACTION, 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 TO THE COMPANY BY THE HOLDER IN AN INSTRUMENT DULY EXECUTED BY SUCH
HOLDER SPECIFICALLY FOR USE THEREIN; PROVIDED, HOWEVER, THAT THE INDEMNITY
AGREEMENT CONTAINED IN THIS SUBSECTION 1.6(B) SHALL NOT APPLY TO AMOUNTS PAID IN
SETTLEMENT OF ANY SUCH CLAIM, LOSS, DAMAGE, LIABILITY OR ACTION IF SUCH
SETTLEMENT IS EFFECTED WITHOUT THE CONSENT OF THE HOLDER, (WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD); PROVIDED FURTHER, THAT THE TOTAL AMOUNT FOR WHICH
ANY HOLDER SHALL BE LIABLE UNDER THIS SUBSECTION 1.6(B) SHALL NOT IN ANY EVENT
EXCEED THE NET PROCEEDS RECEIVED BY SUCH HOLDER FROM THE SALE OF REGISTRABLE
SECURITIES HELD BY SUCH HOLDER IN SUCH REGISTRATION; AND PROVIDED FURTHER, THAT
A HOLDER WILL NOT BE LIABLE IN ANY SUCH CASE TO THE EXTENT THAT ANY SUCH CLAIM,
LOSS, DAMAGE OR LIABILITY ARISES OUT OF OR IS BASED ON ANY UNTRUE STATEMENT OR
OMISSION BASED UPON WRITTEN INFORMATION FURNISHED TO THE HOLDER BY AN INSTRUMENT
DULY EXECUTED BY THE COMPANY OR UNDERWRITER SPECIFICALLY FOR USE THEREIN.
(C)
EACH PARTY ENTITLED TO INDEMNIFICATION UNDER THIS SUBSECTION 1.6
(THE "INDEMNIFIED PARTY") SHALL GIVE NOTICE TO THE PARTY REQUIRED TO PROVIDE
INDEMNIFICATION (THE "INDEMNIFYING PARTY") PROMPTLY AFTER SUCH INDEMNIFIED PARTY
HAS ACTUAL KNOWLEDGE OF ANY CLAIM AS TO WHICH INDEMNITY MAY BE SOUGHT, AND SHALL
PERMIT THE INDEMNIFYING PARTY TO ASSUME THE DEFENSE OF ANY SUCH CLAIM OR ANY
LITIGATION RESULTING THEREFROM; PROVIDED THAT COUNSEL FOR THE INDEMNIFYING
PARTY, WHO SHALL CONDUCT THE DEFENSE OF SUCH CLAIM OR LITIGATION,