DATE ON THE TERMS AND
IN THE MANNER CONTEMPLATED IN THE OFFERING MEMORANDUM OR THAT, IN THE JUDGMENT
OF THE REPRESENTATIVE, WOULD MATERIALLY AND ADVERSELY AFFECT THE FINANCIAL
MARKETS OR THE MARKETS FOR THE SECURITIES AND OTHER DEBT SECURITIES.
26
(N)
THE COMPANY SHALL HAVE FURNISHED TO THE
INITIAL PURCHASERS A CERTIFICATE DATED THE CLOSING DATE, OF THE CHIEF FINANCIAL
OFFICER OF THE COMPANY AS TO THE SOLVENCY OF THE COMPANY FOLLOWING THE
CONSUMMATION OF THE TRANSACTIONS.
The several obligations of the Initial Purchasers to purchase Additional
Securities hereunder are subject to the delivery to the Representative on the
applicable Option Closing Date of such documents as the Representative may
reasonably request with respect to the good standing of the Company, the due
authorization and issuance of the Additional Securities to be sold on such
Option Closing Date and other matters related to the issuance of such Additional
Securities.
8.
INDEMNIFICATION AND CONTRIBUTION.
(A)
THE COMPANY HEREBY AGREES TO INDEMNIFY AND
HOLD HARMLESS EACH INITIAL PURCHASER, ITS DIRECTORS, OFFICERS AND EMPLOYEES AND
EACH PERSON, IF ANY, WHO CONTROLS ANY INITIAL PURCHASER WITHIN THE MEANING OF
SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE EXCHANGE ACT, FROM AND
AGAINST ANY LOSS, CLAIM, DAMAGE OR LIABILITY, JOINT OR SEVERAL, OR ANY ACTION IN
RESPECT THEREOF (INCLUDING, BUT NOT LIMITED TO, ANY LOSS, CLAIM, DAMAGE,
LIABILITY OR ACTION RELATING TO PURCHASES AND SALES OF THE SECURITIES), TO WHICH
THAT INITIAL PURCHASER, DIRECTOR, OFFICER, EMPLOYEE OR CONTROLLING PERSON MAY
BECOME SUBJECT, UNDER THE SECURITIES ACT, THE EXCHANGE ACT OR OTHERWISE, INSOFAR
AS SUCH LOSS, CLAIM, DAMAGE, LIABILITY OR ACTION ARISES OUT OF, OR IS BASED
UPON, (I) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT
CONTAINED IN (A) THE PRICING DISCLOSURE PACKAGE OR THE OFFERING MEMORANDUM OR IN
ANY AMENDMENT OR SUPPLEMENT THERETO, (B) ANY BLUE SKY APPLICATION OR OTHER
DOCUMENT PREPARED OR EXECUTED BY THE COMPANY (OR BASED UPON ANY WRITTEN
INFORMATION FURNISHED BY THE COMPANY) SPECIFICALLY FOR THE PURPOSE OF QUALIFYING
ANY OR ALL OF THE SECURITIES UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION (ANY SUCH APPLICATION, DOCUMENT OR INFORMATION BEING HEREINAFTER
CALLED A "BLUE SKY APPLICATION") OR (C) ANY ROADSHOW OR INVESTOR PRESENTATIONS
MADE TO INVESTORS BY THE COMPANY (WHETHER IN PERSON OR ELECTRONICALLY)
("MARKETING MATERIALS"), OR (II) THE OMISSION OR ALLEGED OMISSION TO STATE IN
THE PRICING DISCLOSURE PACKAGE OR THE OFFERING MEMORANDUM, OR IN ANY AMENDMENT
OR SUPPLEMENT THERETO, OR IN ANY BLUE SKY APPLICATION OR IN ANY MARKETING
MATERIALS, ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN,
IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING,
AND SHALL REIMBURSE EACH INITIAL PURCHASER AND EACH SUCH DIRECTOR, OFFICER,
EMPLOYEE OR CONTROLLING PERSON PROMPTLY UPON DEMAND FOR ANY LEGAL OR OTHER
EXPENSES REASONABLY INCURRED BY THAT INITIAL PURCHASER, DIRECTOR, OFFICER,
EMPLOYEE OR CONTROLLING PERSON IN CONNECTION WITH INVESTIGATING OR DEFENDING OR
PREPARING TO DEFEND AGAINST ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY OR ACTION