SET
FORTH IN SUCH INFORMATION OR AFFIDAVIT) OMISSION IS CONTAINED IN ANY INFORMATION
OR AFFIDAVIT FURNISHED TO THE COMPANY IN WRITING BY SUCH SECURITYHOLDER AND
STATED TO BE EXPRESSLY FOR USE THEREIN AND EXCEPT INSOFAR AS THE SAME RESULT
FROM THE COMPANY'S FAILURE TO DELIVER A COPY OF THE REGISTRATION STATEMENT,
PROSPECTUS OR PRELIMINARY PROSPECTUS OR ANY AMENDMENT THEREOF OR SUPPLEMENT
THERETO, PROVIDED, THAT SUCH SECURITYHOLDER'S OBLIGATIONS HEREUNDER SHALL BE
LIMITED TO AN AMOUNT EQUAL TO THE PROCEEDS TO SUCH SECURITYHOLDER OF THE
REGISTRABLE SECURITIES SOLD PURSUANT TO SUCH REGISTRATION STATEMENT.
(C)
IN CONNECTION WITH AN UNDERWRITTEN OFFERING, THE COMPANY AND EACH
SECURITYHOLDER PARTICIPATING IN THE RELATED REGISTRATION WILL INDEMNIFY THE
UNDERWRITER(S),
30
THEIR OFFICERS AND DIRECTORS AND EACH PERSON WHO CONTROLS SUCH UNDERWRITER(S)
(WITHIN THE MEANING OF THE SECURITIES ACT) TO THE SAME EXTENT AS PROVIDED IN
THIS SECTION 8.
(D)
PROMPTLY AFTER RECEIPT BY AN INDEMNIFIED PARTY OF NOTICE OF THE
COMMENCEMENT OF ANY ACTION OR PROCEEDING INVOLVING A CLAIM REFERRED TO IN THE
PRECEDING SUBSECTIONS OF THIS SECTION 8, SUCH INDEMNIFIED PARTY WILL, IF A CLAIM
IN RESPECT THEREOF IS TO BE MADE AGAINST AN INDEMNIFYING PARTY, GIVE WRITTEN
NOTICE TO THE LATTER OF THE COMMENCEMENT OF SUCH ACTION, PROVIDED, THAT THE
FAILURE OF ANY INDEMNIFIED PARTY TO GIVE NOTICE AS PROVIDED HEREIN SHALL NOT
RELIEVE THE INDEMNIFYING PARTY OF ITS OBLIGATIONS UNDER THE PRECEDING
SUBSECTIONS OF THIS SECTION 8, EXCEPT TO THE EXTENT THAT THE INDEMNIFYING PARTY
IS ACTUALLY AND MATERIALLY PREJUDICED BY SUCH FAILURE TO GIVE NOTICE.
IN ANY
CASE IN WHICH ANY SUCH ACTION IS BROUGHT AGAINST AN INDEMNIFIED PARTY, THE
INDEMNIFYING PARTY WILL BE ENTITLED TO PARTICIPATE IN AND TO ASSUME THE DEFENSE
THEREOF, JOINTLY WITH ANY OTHER INDEMNIFYING PARTY SIMILARLY NOTIFIED, TO THE
EXTENT THAT IT MAY WISH, WITH COUNSEL REASONABLY SATISFACTORY (TAKING INTO
ACCOUNT, AMONG OTHER FACTORS, ANY POTENTIAL EXPOSURE OF THE INDEMNIFIED PARTY TO
CRIMINAL LIABILITY) TO SUCH INDEMNIFIED PARTY, AND AFTER NOTICE FROM THE
INDEMNIFYING PARTY TO SUCH INDEMNIFIED PARTY OF ITS ELECTION SO TO ASSUME THE
DEFENSE THEREOF, THE INDEMNIFYING PARTY WILL NOT BE LIABLE TO SUCH INDEMNIFIED
PARTY FOR ANY LEGAL OR OTHER EXPENSES SUBSEQUENTLY INCURRED BY THE LATTER IN
CONNECTION WITH THE DEFENSE THEREOF UNLESS, IN THE REASONABLE JUDGMENT OF ANY
SUCH INDEMNIFIED PARTY, A CONFLICT OF INTEREST MAY EXIST BETWEEN SUCH
INDEMNIFIED PARTY AND ANY INDEMNIFYING PARTY OR ANY OTHER OF SUCH INDEMNIFIED
PARTIES, IN WHICH CASE THE INDEMNIFYING PARTY SHALL BE LIABLE TO SUCH
INDEMNIFIED PARTY FOR ANY REASONABLE LEGAL OR OTHER EXPENSES INCURRED IN
DEFENDING SUCH ACTION.
NO INDEMNIFYING PARTY WILL 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 OF SUCH CLAIM OR LITIGATION.
NOTWITHSTANDING THE FOREGOING, AND WITHOUT LIMITING ANY OF THE RIGHTS SET FORTH
ABOVE, IN ANY EVENT ANY PARTY WILL HAVE THE RIGHT TO RETAIN, AT ITS OWN