INCLUDED, AND ANY REGISTRATION
EXPENSES NOT SO ALLOCABLE SHALL BE BORNE BY ALL SELLERS OF SECURITIES INCLUDED
IN SUCH REGISTRATION IN PROPORTION TO THE AGGREGATE SELLING PRICE OF THE
SECURITIES TO BE SO REGISTERED.
16
13.
INDEMNIFICATION.
(A)
THE CORPORATION AGREES TO INDEMNIFY AND
HOLD HARMLESS, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH HOLDER OF
REGISTRABLE SECURITIES, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, AND EACH
PERSON WHO CONTROLS SUCH HOLDER (WITHIN THE MEANING OF THE SECURITIES ACT)
AGAINST ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES, AND EXPENSES (OR ACTIONS OR
PROCEEDINGS, WHETHER COMMENCED OR THREATENED, IN RESPECT THEREOF), WHETHER JOINT
AND SEVERAL OR SEVERAL, TOGETHER WITH REASONABLE COSTS AND EXPENSES (INCLUDING
REASONABLE ATTORNEY'S FEES) TO WHICH ANY SUCH INDEMNIFIED PARTY MAY BECOME
SUBJECT UNDER THE SECURITIES ACT OR OTHERWISE (COLLECTIVELY, "LOSSES") CAUSED
BY, RESULTING FROM, ARISING OUT OF, BASED UPON, OR RELATING TO (I) ANY UNTRUE OR
ALLEGED UNTRUE STATEMENT OF MATERIAL FACT CONTAINED IN (A) ANY REGISTRATION
STATEMENT, PROSPECTUS OR PRELIMINARY PROSPECTUS, OR ANY AMENDMENT THEREOF OR
SUPPLEMENT THERETO OR (B) ANY APPLICATION OR OTHER DOCUMENT OR COMMUNICATION (IN
THIS SECTION 13, COLLECTIVELY CALLED AN "APPLICATION") EXECUTED BY OR ON BEHALF
OF THE CORPORATION OR BASED UPON WRITTEN INFORMATION FURNISHED BY OR ON BEHALF
OF THE CORPORATION FILED IN ANY JURISDICTION IN ORDER TO QUALIFY ANY SECURITIES
COVERED BY SUCH REGISTRATION UNDER THE "BLUE SKY" OR SECURITIES LAWS THEREOF OR
(II) ANY OMISSION OR ALLEGED OMISSION OF A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, AND THE
CORPORATION WILL REIMBURSE SUCH HOLDER AND EACH SUCH DIRECTOR, OFFICER, AND
CONTROLLING PERSON FOR ANY LEGAL OR ANY OTHER EXPENSES INCURRED BY THEM IN
CONNECTION WITH INVESTIGATING OR DEFENDING ANY SUCH LOSSES; PROVIDED THAT THE
CORPORATION SHALL NOT BE LIABLE IN ANY SUCH CASE TO THE EXTENT THAT ANY SUCH
LOSSES RESULT FROM, ARISE OUT OF, ARE BASED UPON, OR RELATE TO AN UNTRUE
STATEMENT OR ALLEGED UNTRUE STATEMENT, OR OMISSION OR ALLEGED OMISSION, MADE IN
SUCH REGISTRATION STATEMENT, ANY SUCH PROSPECTUS, OR PRELIMINARY PROSPECTUS OR
ANY AMENDMENT OR SUPPLEMENT THERETO, OR IN ANY APPLICATION, IN RELIANCE UPON,
AND IN CONFORMITY WITH, WRITTEN INFORMATION PREPARED AND FURNISHED IN WRITING TO
THE CORPORATION BY SUCH HOLDER EXPRESSLY FOR USE THEREIN OR BY SUCH HOLDER'S
FAILURE TO DELIVER A COPY OF THE REGISTRATION STATEMENT OR PROSPECTUS OR ANY
AMENDMENTS OR SUPPLEMENTS THERETO AFTER THE CORPORATION HAS FURNISHED SUCH
HOLDER WITH A SUFFICIENT NUMBER OF COPIES OF THE SAME. IN CONNECTION WITH AN
UNDERWRITTEN OFFERING, THE CORPORATION SHALL INDEMNIFY SUCH UNDERWRITERS, THEIR
OFFICERS AND DIRECTORS, AND EACH PERSON WHO CONTROLS SUCH UNDERWRITERS (WITHIN
THE MEANING OF THE SECURITIES ACT) TO THE SAME EXTENT AS PROVIDED ABOVE WITH
RESPECT TO THE INDEMNIFICATION OF THE HOLDERS OF REGISTRABLE SECURITIES.
(B)
IN CONNECTION WITH ANY REGISTRATION
STATEMENT IN WHICH A HOLDER OF REGISTRABLE SECURITIES IS PARTICIPATING, EACH
SUCH HOLDER WILL FURNISH TO THE CORPORATION IN WRITING SUCH INFORMATION AND
AFFIDAVITS AS THE CORPORATION REASONABLY REQUESTS FOR USE IN CONNECTION