AND THEIR RELATIVE KNOWLEDGE, ACCESS TO INFORMATION AND OPPORTUNITY
TO CORRECT OR PREVENT SUCH STATEMENT OR OMISSION.
THE COMPANY AND THE INITIAL
PURCHASERS AGREE THAT IT WOULD NOT BE JUST AND EQUITABLE IF CONTRIBUTIONS
PURSUANT TO THIS SECTION 8(D) WERE TO BE DETERMINED BY PRO RATA ALLOCATION (EVEN
IF THE INITIAL PURCHASERS WERE TREATED AS ONE ENTITY FOR SUCH PURPOSE) OR BY ANY
OTHER METHOD OF ALLOCATION THAT DOES NOT TAKE INTO ACCOUNT THE EQUITABLE
CONSIDERATIONS REFERRED TO HEREIN.
THE AMOUNT PAID OR PAYABLE BY AN INDEMNIFIED
PARTY AS A RESULT OF THE LOSS, CLAIM, DAMAGE OR LIABILITY, OR ACTION IN RESPECT
THEREOF, REFERRED TO ABOVE IN THIS SECTION 8(D) SHALL BE DEEMED TO INCLUDE, FOR
PURPOSES OF THIS SECTION 8(D), ANY LEGAL OR OTHER EXPENSES REASONABLY INCURRED
BY SUCH INDEMNIFIED PARTY IN CONNECTION WITH INVESTIGATING OR DEFENDING ANY SUCH
ACTION OR CLAIM.
NOTWITHSTANDING THE PROVISIONS OF THIS SECTION 8(D), NO
INITIAL PURCHASER SHALL BE REQUIRED TO CONTRIBUTE ANY AMOUNT IN EXCESS OF THE
AMOUNT BY WHICH THE NET PROCEEDS FROM THE SALE TO ELIGIBLE PURCHASERS OF THE
SECURITIES INITIALLY PURCHASED BY IT EXCEEDS THE AMOUNT OF ANY DAMAGES THAT SUCH
INITIAL PURCHASER HAS OTHERWISE PAID OR BECOME LIABLE TO PAY BY REASON OF ANY
UNTRUE OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION.
NO PERSON
GUILTY OF FRAUDULENT MISREPRESENTATION (WITHIN THE MEANING OF SECTION 11(F) OF
THE SECURITIES ACT) SHALL BE ENTITLED TO CONTRIBUTION FROM ANY PERSON WHO WAS
NOT GUILTY OF SUCH FRAUDULENT MISREPRESENTATION.
THE INITIAL PURCHASERS'
OBLIGATIONS TO CONTRIBUTE AS PROVIDED IN THIS SECTION 8(D) ARE SEVERAL IN
PROPORTION TO THEIR RESPECTIVE UNDERWRITING OBLIGATIONS AND NOT JOINT.
29
(E)
THE INITIAL PURCHASERS SEVERALLY CONFIRM
AND THE COMPANY ACKNOWLEDGES AND AGREES THAT THE STATEMENTS WITH RESPECT TO THE
OFFERING OF THE SECURITIES BY THE INITIAL PURCHASERS SET FORTH IN THE LAST
SENTENCE ON THE FRONT COVER OF THE OFFERING MEMORANDUM AND IN THE THIRD
PARAGRAPH OF THE SECTION ENTITLED "PLAN OF DISTRIBUTION" IN THE PRICING
DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM ARE CORRECT AND CONSTITUTE THE
ONLY INFORMATION CONCERNING SUCH INITIAL PURCHASERS FURNISHED IN WRITING TO THE
COMPANY BY OR ON BEHALF OF THE INITIAL PURCHASERS SPECIFICALLY FOR INCLUSION IN
THE PRELIMINARY OFFERING MEMORANDUM, THE PRICING DISCLOSURE PACKAGE AND THE
OFFERING MEMORANDUM OR IN ANY AMENDMENT OR SUPPLEMENT THERETO.
9.
DEFAULTING INITIAL PURCHASERS.
IF ON
THE FIRM CLOSING DATE, OR ON AN OPTION CLOSING DATE, AS THE CASE MAY BE, ANY
INITIAL PURCHASER DEFAULTS IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS
AGREEMENT, THE REMAINING NON-DEFAULTING INITIAL PURCHASERS SHALL BE OBLIGATED TO
PURCHASE THE SECURITIES THAT THE DEFAULTING INITIAL PURCHASER AGREED BUT FAILED
TO PURCHASE ON THE FIRM CLOSING DATE OR THE OPTION CLOSING DATE, AS THE CASE MAY
BE, IN THE RESPECTIVE PROPORTIONS THAT THE PRINCIPAL AMOUNT OF SECURITIES SET
OPPOSITE THE NAME OF EACH REMAINING NON-DEFAULTING INITIAL PURCHASER IN SCHEDULE
I HERETO BEARS TO THE TOTAL PRINCIPAL AMOUNT OF SECURITIES SET OPPOSITE THE
NAMES OF ALL THE REMAINING NON-DEFAULTING INITIAL PURCHASERS IN SCHEDULE I