UNTRUE STATEMENT OR OMISSION OR ALLEGATION THEREOF IS MADE IN RELIANCE UPON
AND IN CONFORMITY WITH WRITTEN INFORMATION FURNISHED TO THE COMPANY BY OR ON
BEHALF OF THE HOLDER FOR USE IN PREPARATION OF THE REGISTRATION STATEMENT,
PROSPECTUS, AMENDMENT OR SUPPLEMENT; PROVIDED THAT THE INDEMNITY SHALL NOT APPLY
TO THE EXTENT THAT SUCH CLAIM, LOSS, DAMAGE OR LIABILITY RESULTS FROM THE FACT
THAT A CURRENT COPY OF THE PROSPECTUS WAS NOT MADE AVAILABLE TO THE PERSON OR
ENTITY ASSERTING THE LOSS, LIABILITY, CLAIM OR DAMAGE AT OR PRIOR TO THE TIME
SUCH FURNISHING IS REQUIRED BY THE SECURITIES ACT AND THE FINAL PROSPECTUS WOULD
HAVE CURED THE DEFECT GIVING RISE TO SUCH LOSS, CLAIM, DAMAGE OR LIABILITY.
NOTWITHSTANDING THE FOREGOING, A HOLDER'S AGGREGATE LIABILITY PURSUANT TO THIS
SUBSECTION (B) SHALL
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BE LIMITED TO THE NET AMOUNT RECEIVED BY THE HOLDER FROM THE SALE OF THE
REGISTRABLE SECURITIES GIVING RISE TO SUCH CLAIMS, LOSSES, DAMAGES AND
LIABILITIES (AND ACTIONS IN RESPECT THEREOF).
(C)
EACH PARTY ENTITLED TO INDEMNIFICATION UNDER THIS SECTION 6.6 (THE
"INDEMNIFIED PARTY") SHALL GIVE NOTICE TO THE PARTY REQUIRED TO PROVIDE
INDEMNIFICATION (THE "INDEMNIFYING PARTY") PROMPTLY AFTER SUCH INDEMNIFIED PARTY
HAS ACTUAL KNOWLEDGE OF ANY CLAIM AS TO WHICH INDEMNITY MAY BE SOUGHT, AND SHALL
PERMIT THE INDEMNIFYING PARTY (AT ITS EXPENSE) TO ASSUME THE DEFENSE OF ANY SUCH
CLAIM OR ANY LITIGATION RESULTING THEREFROM; PROVIDED THAT COUNSEL FOR THE
INDEMNIFYING PARTY, WHO SHALL CONDUCT THE DEFENSE OF SUCH CLAIM OR LITIGATION,
SHALL BE APPROVED BY THE INDEMNIFIED PARTY (WHOSE APPROVAL SHALL NOT
UNREASONABLY BE WITHHELD OR DELAYED), AND THE INDEMNIFIED PARTY MAY PARTICIPATE
IN SUCH DEFENSE AT SUCH INDEMNIFIED PARTY'S EXPENSE; PROVIDED FURTHER THAT THE
FAILURE OF ANY INDEMNIFIED PARTY TO GIVE NOTICE AS PROVIDED HEREIN SHALL NOT
RELIEVE THE INDEMNIFYING PARTY OF ITS OBLIGATIONS UNDER THIS AGREEMENT, UNLESS
SUCH FAILURE IS MATERIALLY PREJUDICIAL TO THE INDEMNIFYING PARTY IN DEFENDING
SUCH CLAIM OR LITIGATION.
AN INDEMNIFYING PARTY SHALL NOT BE LIABLE FOR ANY
SETTLEMENT OF AN ACTION OR CLAIM EFFECTED WITHOUT ITS WRITTEN CONSENT (WHICH
CONSENT WILL NOT BE UNREASONABLY WITHHELD OR DELAYED).
NO INDEMNIFYING PARTY,
IN ITS DEFENSE OF ANY SUCH CLAIM OR LITIGATION, SHALL, EXCEPT WITH THE CONSENT
(SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED) OF THE INDEMNIFIED
PARTY CONSENT TO ENTRY OF ANY JUDGMENT OR ENTER INTO ANY SETTLEMENT WHICH DOES
NOT INCLUDE AS AN UNCONDITIONAL TERM THEREOF THE GIVING BY THE CLAIMANT OR
PLAINTIFF TO SUCH INDEMNIFIED PARTY OF A RELEASE FROM ALL LIABILITY IN RESPECT
TO SUCH CLAIM OR LITIGATION.
AFTER NOTICE BY THE INDEMNIFYING PERSON TO SUCH
INDEMNIFIED PERSON OF THE INDEMNIFYING PERSON'S ELECTION TO ASSUME THE DEFENSE
OF ANY CLAIM OR LITIGATION, THE INDEMNIFYING PERSON SHALL NOT BE LIABLE TO SUCH
INDEMNIFIED PERSON FOR ANY LEGAL EXPENSES SUBSEQUENTLY INCURRED BY SUCH
INDEMNIFIED PERSON IN CONNECTION WITH THE DEFENSE THEREOF.
(D)
IF THE INDEMNIFICATION PROVIDED FOR IN THIS SECTION 6.6 IS HELD BY
A COURT OF COMPETENT JURISDICTION TO BE UNAVAILABLE TO AN INDEMNIFIED PARTY OR
IS