PARTY, THE INDEMNIFYING PARTY SHALL HAVE NO OBLIGATIONS UNDER THIS
SECTION 4.9 TO THE TRANSFEREE.
THE INDEMNITY PROVIDED FOR IN THIS SECTION 4.9
SHALL BE THE SOLE AND EXCLUSIVE MONETARY REMEDY OF INDEMNIFIED PARTIES AFTER THE
CLOSING FOR ANY INACCURACY OF ANY OF THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN SECTIONS 2.2(A), (B), (C), (D)(1), (D)(2)(I)(A), (D)(3), (L), (Q),
(X) AND (AA) AND SECTIONS 2.3(A), (B)(1), (B)(2)(I)(A), (B)(3), (C), (D) AND
(G) OF THIS AGREEMENT OR ANY OTHER BREACH OF ANY COVENANT OR AGREEMENT CONTAINED
IN THIS AGREEMENT; PROVIDED THAT NOTHING HEREIN SHALL LIMIT IN ANY WAY ANY SUCH
PARTIES' REMEDIES IN RESPECT OF FRAUD, INTENTIONAL MISREPRESENTATION OR OMISSION
OR INTENTIONAL MISCONDUCT BY THE OTHER PARTY IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY.
NO PARTY TO THIS AGREEMENT (OR ANY OF ITS AFFILIATES)
SHALL, IN ANY EVENT, BE LIABLE OR OTHERWISE RESPONSIBLE TO ANY OTHER PARTY (OR
ANY OF ITS AFFILIATES) FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES OF SUCH OTHER
PARTY (OR ANY OF ITS AFFILIATES) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE PERFORMANCE OR BREACH HEREOF.
THE INDEMNIFICATION RIGHTS CONTAINED IN THIS
SECTION 4.9 ARE NOT LIMITED OR DEEMED WAIVED BY ANY INVESTIGATION OR KNOWLEDGE
BY THE INDEMNIFIED PARTY PRIOR TO OR AFTER THE DATE HEREOF.
(F)
ANY INDEMNIFICATION PAYMENTS PURSUANT TO THIS SECTION 4.9 SHALL
BE TREATED AS AN ADJUSTMENT TO THE PURCHASE PRICE FOR THE SECURITIES FOR U.S.
FEDERAL INCOME AND APPLICABLE STATE AND LOCAL TAX PURPOSES, UNLESS A DIFFERENT
TREATMENT IS REQUIRED BY APPLICABLE LAW.
4.10
Registration Rights.
(A)
REGISTRATION.
(1)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE COMPANY
COVENANTS AND AGREES THAT AS PROMPTLY AS REASONABLY PRACTICABLE AFTER THE
CLOSING DATE (AND IN ANY EVENT NO LATER THAN THE DATE THAT IS 60 DAYS AFTER THE
CLOSING DATE (THE "REGISTRATION DEADLINE")), THE COMPANY SHALL HAVE PREPARED AND
FILED WITH THE SEC A SHELF REGISTRATION STATEMENT (DEFINED BELOW) COVERING ALL
REGISTRABLE SECURITIES (OR OTHERWISE DESIGNATE AN EXISTING SHELF REGISTRATION
STATEMENT FILED WITH THE SEC TO COVER THE REGISTRABLE SECURITIES), AND, TO THE
EXTENT THE SHELF REGISTRATION STATEMENT HAS NOT THERETOFORE BEEN DECLARED
EFFECTIVE OR IS NOT AUTOMATICALLY EFFECTIVE UPON SUCH FILING, THE COMPANY SHALL
USE REASONABLE BEST EFFORTS TO CAUSE SUCH SHELF REGISTRATION STATEMENT TO BE
DECLARED OR BECOME EFFECTIVE NOT LATER THAN THE REGISTRATION DEADLINE AND TO
KEEP SUCH SHELF REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AND IN COMPLIANCE
WITH THE SECURITIES ACT AND USABLE FOR RESALE OF SUCH REGISTRABLE SECURITIES FOR
A PERIOD FROM THE DATE OF ITS INITIAL EFFECTIVENESS UNTIL SUCH TIME AS THERE ARE
NO REGISTRABLE SECURITIES REMAINING (INCLUDING BY REFILING SUCH SHELF
REGISTRATION STATEMENT (OR A NEW SHELF REGISTRATION STATEMENT) IF THE INITIAL
SHELF REGISTRATION STATEMENT EXPIRES).
IF THE COMPANY IS A WELL-KNOWN
42
SEASONED ISSUER (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) AT THE TIME OF
FILING OF THE SHELF REGISTRATION STATEMENT WITH THE SEC, SUCH SHELF REGISTRATION
STATEMENT SHALL BE DESIGNATED BY THE COMPANY AS AN AUTOMATIC SHELF REGISTRATION
STATEMENT.
(2)
ANY REGISTRATION