WRITING AND EXECUTES A CONFIDENTIALITY
AGREEMENT WITH THE COMPANY.
(L)
COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE COMMISSION.
(M)
IF THE COMPANY IS UNABLE TO MEET ITS OBLIGATIONS HEREUNDER WITH RESPECT TO
THE REGISTRATION OF THE REGISTRABLE SECURITIES SOLELY BECAUSE ANY PURCHASER
FAILS TO FURNISH INFORMATION EXPRESSLY REQUIRED BY THE COMMISSION WITHIN SEVEN
TRADING DAYS OF THE COMPANY'S REQUEST, ANY LIQUIDATED DAMAGES THAT ARE ACCRUING
AT SUCH TIME AS TO SUCH PURCHASER ONLY SHALL BE TOLLED AND ANY EVENT THAT MAY
OTHERWISE OCCUR SOLELY BECAUSE OF SUCH DELAY SHALL BE SUSPENDED AS TO SUCH
PURCHASER ONLY, UNTIL SUCH INFORMATION IS DELIVERED TO THE COMPANY.
6.3
REGISTRATION EXPENSES.
THE COMPANY SHALL PAY (OR REIMBURSE THE
PURCHASERS FOR) ALL FEES AND EXPENSES INCIDENT TO THE PERFORMANCE OF OR
COMPLIANCE WITH THIS AGREEMENT BY THE COMPANY, INCLUDING WITHOUT LIMITATION (A)
ALL REGISTRATION AND FILING FEES AND EXPENSES, INCLUDING WITHOUT LIMITATION
THOSE RELATED TO FILINGS WITH THE COMMISSION, ANY TRADING MARKET AND IN
CONNECTION WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, (B) PRINTING
EXPENSES (INCLUDING WITHOUT LIMITATION EXPENSES OF PRINTING CERTIFICATES FOR
REGISTRABLE SECURITIES AND OF PRINTING PROSPECTUSES REQUESTED BY THE
PURCHASERS), (C) MESSENGER, TELEPHONE AND DELIVERY EXPENSES, (D) FEES AND
DISBURSEMENTS OF COUNSEL FOR THE COMPANY, (E) FEES AND EXPENSES OF ALL OTHER
PERSONS
33
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement, and (f) all listing fees to be paid by the
Company to the Trading Market.
In no event shall the Company be responsible for
any broker or similar commissions of any Purchaser or, except to the extent
provided for in the Transaction Documents, any legal fees or other costs of the
Purchasers.
6.4
INDEMNIFICATION.
(A)
INDEMNIFICATION BY THE COMPANY.
THE COMPANY SHALL, NOTWITHSTANDING ANY
TERMINATION OF THIS AGREEMENT, INDEMNIFY AND HOLD HARMLESS EACH PURCHASER, THE
OFFICERS, DIRECTORS, PARTNERS, MEMBERS, AGENTS, BROKERS (INCLUDING BROKERS WHO
OFFER AND SELL REGISTRABLE SECURITIES AS PRINCIPAL AS A RESULT OF A PLEDGE OR
ANY FAILURE TO PERFORM UNDER A MARGIN CALL OF COMMON STOCK), INVESTMENT ADVISORS
AND EMPLOYEES OF EACH OF THEM, EACH PERSON WHO CONTROLS ANY SUCH PURCHASER
(WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE
EXCHANGE ACT) AND THE OFFICERS, DIRECTORS, PARTNERS, MEMBERS, AGENTS AND
EMPLOYEES OF EACH SUCH CONTROLLING PERSON, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, FROM AND AGAINST ANY AND ALL LOSSES, AS INCURRED, ARISING OUT OF
OR RELATING TO ANY UNTRUE OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT
CONTAINED IN THE REGISTRATION STATEMENT, ANY PROSPECTUS OR ANY FORM OF
PROSPECTUS OR IN ANY AMENDMENT OR SUPPLEMENT THERETO OR IN ANY PRELIMINARY
PROSPECTUS, OR ARISING OUT OF OR RELATING TO ANY OMISSION OR ALLEGED OMISSION OF
A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN (IN THE CASE OF ANY PROSPECTUS OR FORM OF PROSPECTUS OR
SUPPLEMENT THERETO, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE) NOT MISLEADING, EXCEPT TO