DIRECTORS OR OFFICERS OF SUCH HOLDER OR SUCH UNDERWRITER AND ANY
PERSON WHO CONTROLS THE HOLDER OR SUCH UNDERWRITER WITHIN THE MEANING OF THE
SECURITIES ACT OR THE EXCHANGE ACT (EACH, A "HOLDER INDEMNIFIED PERSON") AGAINST
ANY LOSSES, CLAIMS, DAMAGES, EXPENSES OR LIABILITIES (COLLECTIVELY, AND TOGETHER
WITH ACTIONS, PROCEEDINGS OR INQUIRIES BY ANY REGULATORY OR SELF-REGULATORY
ORGANIZATION, WHETHER COMMENCED OR THREATENED IN RESPECT THEREOF, "CLAIMS") TO
WHICH ANY OF THEM BECOME SUBJECT UNDER THE SECURITIES ACT, THE EXCHANGE ACT OR
OTHERWISE, INSOFAR AS SUCH CLAIMS ARISE OUT OF OR ARE BASED UPON ANY OF THE
FOLLOWING STATEMENTS, OMISSIONS OR VIOLATIONS IN A REGISTRATION STATEMENT FILED
PURSUANT TO THIS AGREEMENT, ANY POST-EFFECTIVE AMENDMENT THEREOF OR ANY
PROSPECTUS INCLUDED THEREIN:
(A) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE
STATEMENT OF A MATERIAL FACT CONTAINED IN A REGISTRATION STATEMENT OR ANY
POST-EFFECTIVE AMENDMENT THEREOF OR THE OMISSION OR ALLEGED OMISSION TO STATE
THEREIN A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING, (B) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE
STATEMENT OF A MATERIAL FACT CONTAINED IN THE PROSPECTUS OR ANY PRELIMINARY
PROSPECTUS (AS IT MAY BE AMENDED OR SUPPLEMENTED) OR THE OMISSION OR ALLEGED
OMISSION TO STATE THEREIN ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS
MADE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THE STATEMENTS THEREIN
WERE MADE, NOT MISLEADING, OR (C) ANY VIOLATION OR ALLEGED VIOLATION BY THE
COMPANY OF THE SECURITIES ACT, THE EXCHANGE ACT OR ANY OTHER LAW, INCLUDING
WITHOUT LIMITATION ANY STATE SECURITIES LAW OR ANY RULE OR REGULATION THEREUNDER
(THE MATTERS IN THE FOREGOING CLAUSES (A) THROUGH (C) BEING, COLLECTIVELY,
"VIOLATIONS").
SUBJECT TO THE RESTRICTIONS SET FORTH HEREIN WITH RESPECT TO THE
NUMBER OF LEGAL COUNSEL, THE COMPANY WILL REIMBURSE THE HOLDER AND EACH SUCH
ATTORNEY, ACCOUNTANT, UNDERWRITER OR CONTROLLING PERSON AND EACH SUCH OTHER
HOLDER INDEMNIFIED PERSON, PROMPTLY AS SUCH EXPENSES ARE INCURRED AND ARE DUE
AND PAYABLE, FOR ANY LEGAL FEES OR OTHER REASONABLE EXPENSES INCURRED BY THEM IN
CONNECTION WITH INVESTIGATING OR DEFENDING ANY CLAIM.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED HEREIN, THE INDEMNIFICATION CONTAINED IN THIS SECTION
6.15 (I) DOES NOT APPLY TO A CLAIM BY A HOLDER INDEMNIFIED PERSON ARISING OUT OF
OR BASED UPON A VIOLATION THAT OCCURS IN RELIANCE UPON AND IN CONFORMITY WITH
INFORMATION FURNISHED IN WRITING TO THE COMPANY BY SUCH HOLDER INDEMNIFIED
PERSON EXPRESSLY FOR USE IN EACH REGISTRATION STATEMENT OR ANY SUCH AMENDMENT
THEREOF OR SUPPLEMENT THERETO, IF SUCH PROSPECTUS OR SUPPLEMENT THERETO WAS
TIMELY MADE AVAILABLE BY THE COMPANY; AND (II) DOES NOT APPLY TO AMOUNTS PAID IN
SETTLEMENT OF ANY CLAIM IF SUCH SETTLEMENT IS MADE WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD. THIS
INDEMNITY OBLIGATION WILL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF ANY
INVESTIGATION MADE BY OR ON BEHALF OF THE HOLDER INDEMNIFIED PERSONS AND WILL
SURVIVE THE TRANSFER OF THE REGISTRABLE SECURITIES BY THE HOLDER.
20
(B)
IN CONNECTION WITH ANY REGISTRATION
STATEMENT