out of or are based upon the
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 Purchaser, and each such person for any reasonable legal or
other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
Company will not be liable in any such case if and to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished by or on behalf of the Purchaser or any
such person in writing specifically for use in any such document.
(B)
IN THE EVENT OF A REGISTRATION OF THE
REGISTRABLE SECURITIES UNDER THE SECURITIES ACT PURSUANT TO THIS AGREEMENT, THE
PURCHASER WILL INDEMNIFY AND HOLD HARMLESS THE COMPANY, AND ITS OFFICERS,
DIRECTORS AND EACH OTHER PERSON, IF ANY, WHO CONTROLS THE COMPANY WITHIN THE
MEANING OF THE SECURITIES ACT, AGAINST ALL LOSSES, CLAIMS, DAMAGES OR
LIABILITIES, JOINT OR SEVERAL, TO WHICH THE COMPANY OR SUCH PERSONS MAY BECOME
SUBJECT UNDER THE SECURITIES ACT OR OTHERWISE, INSOFAR AS SUCH LOSSES, CLAIMS,
DAMAGES OR LIABILITIES (OR ACTIONS IN RESPECT THEREOF) ARISE OUT OF OR ARE BASED
UPON ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF ANY MATERIAL FACT WHICH
WAS FURNISHED IN WRITING BY OR ON BEHALF OF THE PURCHASER TO THE COMPANY
EXPRESSLY FOR USE IN (AND SUCH INFORMATION IS CONTAINED IN) THE REGISTRATION
STATEMENT UNDER WHICH SUCH REGISTRABLE SECURITIES WERE REGISTERED UNDER THE
SECURITIES ACT PURSUANT TO THIS AGREEMENT, ANY PRELIMINARY PROSPECTUS OR FINAL
PROSPECTUS CONTAINED THEREIN, OR ANY AMENDMENT OR SUPPLEMENT THEREOF, OR ARISE
OUT OF OR ARE BASED UPON THE 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 AND EACH SUCH PERSON FOR
ANY REASONABLE LEGAL OR OTHER EXPENSES INCURRED BY THEM IN CONNECTION WITH
INVESTIGATING OR DEFENDING ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY OR ACTION,
PROVIDED, HOWEVER, THAT THE PURCHASER WILL BE LIABLE IN ANY SUCH CASE IF AND
ONLY TO THE EXTENT THAT ANY SUCH LOSS, CLAIM, DAMAGE OR LIABILITY ARISES OUT OF
OR IS BASED UPON AN UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR
ALLEGED OMISSION SO MADE IN CONFORMITY WITH INFORMATION FURNISHED IN WRITING TO
THE COMPANY BY OR ON BEHALF OF THE PURCHASER SPECIFICALLY FOR USE IN ANY SUCH
DOCUMENT.
NOTWITHSTANDING THE PROVISIONS OF THIS PARAGRAPH, THE PURCHASER SHALL
NOT BE REQUIRED TO INDEMNIFY ANY PERSON OR ENTITY IN EXCESS OF THE AMOUNT OF THE
AGGREGATE NET PROCEEDS RECEIVED BY THE PURCHASER OF REGISTRABLE SECURITIES IN
CONNECTION WITH ANY SUCH REGISTRATION UNDER THE SECURITIES ACT.
(C)
PROMPTLY AFTER RECEIPT BY AN INDEMNIFIED
PARTY HEREUNDER OF NOTICE OF THE COMMENCEMENT OF ANY ACTION, SUCH INDEMNIFIED