PARTY, GIVE WRITTEN NOTICE TO THE LATTER OF THE COMMENCEMENT OF
SUCH ACTION OR PROCEEDING; PROVIDED THAT THE FAILURE OF THE INDEMNITEE TO GIVE
NOTICE AS PROVIDED HEREIN SHALL NOT RELIEVE THE INDEMNIFYING PARTY OF ITS
OBLIGATIONS UNDER THIS SECTION 6.4, EXCEPT TO THE EXTENT THAT THE INDEMNIFYING
PARTY IS MATERIALLY PREJUDICED BY SUCH FAILURE TO GIVE NOTICE.
IN CASE ANY SUCH
ACTION OR PROCEEDING IS BROUGHT AGAINST AN INDEMNITEE, THE INDEMNIFYING PARTY
WILL BE ENTITLED TO PARTICIPATE IN AND TO ASSUME THE DEFENSE THEREOF (AT ITS
EXPENSE), JOINTLY WITH ANY OTHER INDEMNIFYING PARTY SIMILARLY NOTIFIED TO THE
EXTENT THAT IT MAY WISH, WITH COUNSEL REASONABLY SATISFACTORY TO SUCH
INDEMNITEE, AND AFTER NOTICE FROM THE INDEMNIFYING PARTY TO SUCH INDEMNITEE OF
ITS ELECTION SO TO ASSUME THE DEFENSE THEREOF, THE INDEMNIFYING PARTY WILL NOT
BE LIABLE TO SUCH INDEMNITEE FOR ANY LEGAL OR OTHER EXPENSES SUBSEQUENTLY
INCURRED BY THE LATTER IN CONNECTION WITH THE DEFENSE THEREOF OTHER THAN
REASONABLE COSTS OF INVESTIGATION AND SHALL HAVE NO LIABILITY FOR ANY SETTLEMENT
MADE BY THE INDEMNITEE WITHOUT THE CONSENT OF THE INDEMNIFYING PARTY, SUCH
CONSENT NOT TO BE UNREASONABLY WITHHELD.
NOTWITHSTANDING THE FOREGOING, IF IN
SUCH INDEMNITEE'S REASONABLE JUDGMENT A CONFLICT OF INTEREST BETWEEN SUCH
INDEMNITEE AND THE INDEMNIFYING PARTIES MAY EXIST IN RESPECT OF SUCH ACTION OR
PROCEEDING OR THE INDEMNIFYING PARTY DOES NOT ASSUME THE DEFENSE OF ANY SUCH
ACTION OR PROCEEDING WITHIN A REASONABLE TIME AFTER NOTICE OF COMMENCEMENT, THE
INDEMNITEE SHALL HAVE THE RIGHT TO ASSUME OR CONTINUE ITS OWN DEFENSE AND THE
INDEMNIFYING PARTY SHALL BE LIABLE FOR ANY REASONABLE EXPENSES THEREFOR, BUT IN
NO EVENT WILL BEAR THE EXPENSES FOR MORE THAN ONE FIRM OF COUNSEL FOR ALL
INDEMNITEES IN EACH JURISDICTION WHO SHALL BE APPROVED BY THE PRINCIPAL
PARTICIPATING HOLDERS IN THE REGISTRATION IN RESPECT OF WHICH SUCH
INDEMNIFICATION IS SOUGHT.
NO INDEMNIFYING PARTY
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WILL SETTLE ANY ACTION OR PROCEEDING OR CONSENT TO THE ENTRY OF ANY JUDGMENT
WITHOUT THE PRIOR WRITTEN CONSENT OF THE INDEMNITEE, UNLESS SUCH SETTLEMENT OR
JUDGMENT (I) INCLUDES AS AN UNCONDITIONAL TERM THEREOF THE GIVING BY THE
CLAIMANT OR PLAINTIFF OF A RELEASE TO SUCH INDEMNITEE FROM ALL LIABILITY IN
RESPECT OF SUCH ACTION OR PROCEEDING AND (II) DOES NOT INVOLVE THE IMPOSITION OF
EQUITABLE REMEDIES OR THE IMPOSITION OF ANY OBLIGATIONS ON SUCH INDEMNITEE AND
DOES NOT OTHERWISE ADVERSELY AFFECT SUCH INDEMNITEE, OTHER THAN AS A RESULT OF
THE IMPOSITION OF FINANCIAL OBLIGATIONS FOR WHICH SUCH INDEMNITEE WILL BE
INDEMNIFIED HEREUNDER.
6.5.
PERMITTED ASSIGNEES.
6.5.1.
PIGGYBACK REGISTRATION RIGHTS.
THE RIGHTS OF A HOLDER OF REGISTRABLE
SECURITIES TO CAUSE THE COMPANY TO REGISTER ITS REGISTRABLE SECURITIES PURSUANT
TO SECTION 6.2 MAY BE ASSIGNED (BUT ONLY WITH ALL RELATED OBLIGATIONS AS SET
FORTH BELOW) IN A TRANSFER EFFECTED IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT TO: (A) AN AFFILIATE OF SUCH HOLDER, (B) A CHARITABLE ORGANIZATION OR
(C) ANY OTHER TRANSFEREE THAT IN THE CASE OF THIS CLAUSE (C) ACQUIRES SHARES OF
REGISTRABLE SECURITIES EITHER (I) FOR CONSIDERATION