AN UNTRUE STATEMENT OR ALLEGED
UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION SO MADE IN CONFORMITY WITH
INFORMATION FURNISHED BY OR ON BEHALF OF THE PURCHASER OR ANY SUCH OTHER PERSON
IN WRITING SPECIFICALLY FOR USE IN ANY SUCH DOCUMENT, (II) IF THE PERSON
ASSERTING ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY (OR ACTION IN RESPECT THEREOF)
WHO PURCHASED THE REGISTRABLE SECURITIES THAT ARE THE SUBJECT THEREOF DID NOT
RECEIVE A COPY OF THE FINAL PROSPECTUS (OR THE FINAL PROSPECTUS AS AMENDED OR
SUPPLEMENTED) AT OR PRIOR TO THE WRITTEN CONFIRMATION OF THE SALE OF SUCH
REGISTRABLE SECURITIES TO SUCH PERSON (THE "CONFIRMATION DATE") BECAUSE OF THE
FAILURE OF SUCH HOLDER TO SO PROVIDE SUCH FINAL PROSPECTUS (OR FINAL PROSPECTUS
AS AMENDED OR SUPPLEMENTED) AND THE UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT
OR OMISSION OR ALLEGED OMISSION OF A MATERIAL FACT THAT IS THE SUBJECT TO THE
CLAIM AND WAS MADE IN A PRELIMINARY PROSPECTUS OR FINAL PROSPECTUS WAS CORRECTED
IN THE FINAL PROSPECTUS (OR THE FINAL PROSPECTUS AS AMENDED OR SUPPLEMENTED) AND
WAS MADE AVAILABLE TO SUCH HOLDER BY THE COMPANY PRIOR TO THE CONFIRMATION DATE.
(B)
IN THE EVENT OF A REGISTRATION OF ANY REGISTRABLE SECURITIES UNDER
THE SECURITIES ACT PURSUANT TO THIS AGREEMENT, THE PURCHASER WILL INDEMNIFY AND
HOLD HARMLESS THE COMPANY, AND ITS OFFICERS, DIRECTORS AND EACH OTHER PERSON, IF
ANY, WHO CONTROLS THE COMPANY
6
within the meaning of the Securities Act, against all losses, claims, damages or
liabilities (or actions in respect thereof), joint or several, to which the
Company or such other persons may become subject under the Securities Act or
otherwise, insofar as (i) such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact which was furnished in writing
by the Purchaser to the Company expressly for use in (and such information is
contained in) the Registration Statement under which such Registrable Securities
were registered under the Securities Act pursuant to this Agreement, any
preliminary Prospectus or final Prospectus contained therein, or any amendment
or supplement thereof, or arise out of or are based upon 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, (ii) such losses,
claims, damages, liabilities (or actions in respect thereof) arise from claims
of a person who purchased the Registrable Securities that are the subject
thereof who did not receive a copy of the final Prospectus (or the final
Propsectus as amended or supplemented) at or prior to the Confirmation Date
because of the failure of the Purchaser to so provide such final Prospectus (or
final Prospectus as amended or supplemented) and the untrue statement or alleged
untrue statement or omission or alleged omission of a material fact that is the
subject to the claim and was made in a preliminary Prospectus or final
Prospectus was corrected in the final prospectus (or