WHETHER SUCH
REGISTRATION STATEMENT IS DECLARED EFFECTIVE.
ALL OF THE EXPENSES DESCRIBED IN
THE PRECEDING SENTENCE OF THIS SECTION 6.05(D) ARE REFERRED TO HEREIN AS
"REGISTRATION EXPENSES."
THE DESIGNATED HOLDERS OF REGISTRABLE SECURITIES SOLD
PURSUANT TO A REGISTRATION STATEMENT SHALL BEAR THE EXPENSE OF ANY BROKER'S
COMMISSION OR UNDERWRITER'S DISCOUNT OR COMMISSION RELATING TO REGISTRATION AND
SALE OF SUCH HOLDERS' REGISTRABLE SECURITIES AND, SUBJECT TO CLAUSE (IV) ABOVE,
SHALL BEAR THE FEES AND EXPENSES OF THEIR OWN COUNSEL.
Section 6.06.
Indemnification; Contribution.
(A)
INDEMNIFICATION BY THE COMPANY.
THE COMPANY AGREES TO INDEMNIFY
AND HOLD HARMLESS EACH DESIGNATED HOLDER AND EACH PERSON WHO CONTROLS (WITHIN
THE MEANING OF SECTION 15 OF THE SECURITIES ACT) SUCH DESIGNATED
33
HOLDER FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND
EXPENSES (INCLUDING REASONABLE COSTS OF INVESTIGATION) (COLLECTIVELY,
"LIABILITY"), ARISING OUT OF OR BASED UPON ANY UNTRUE, OR ALLEGEDLY UNTRUE,
STATEMENT OF A MATERIAL FACT CONTAINED IN ANY REGISTRATION STATEMENT, PROSPECTUS
OR PRELIMINARY PROSPECTUS OR NOTIFICATION OR OFFERING CIRCULAR (AS AMENDED OR
SUPPLEMENTED IF THE COMPANY SHALL HAVE FURNISHED ANY AMENDMENTS OR SUPPLEMENTS
THERETO) OR ARISING OUT OF OR BASED UPON ANY OMISSION OR ALLEGED OMISSION TO
STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE
THE STATEMENTS THEREIN NOT MISLEADING UNDER THE CIRCUMSTANCES SUCH STATEMENTS
WERE MADE, EXCEPT INSOFAR AS SUCH LIABILITY ARISES OUT OF OR IS BASED UPON ANY
UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION
CONTAINED IN SUCH REGISTRATION STATEMENT, PRELIMINARY PROSPECTUS OR FINAL
PROSPECTUS IN RELIANCE UPON INFORMATION CONCERNING SUCH DESIGNATED HOLDER
FURNISHED IN WRITING TO THE COMPANY BY SUCH DESIGNATED HOLDER EXPRESSLY FOR USE
THEREIN, INCLUDING THE INFORMATION FURNISHED TO THE COMPANY PURSUANT TO
SECTION 6.06(B).
THE COMPANY SHALL ALSO PROVIDE CUSTOMARY INDEMNITIES TO ANY
UNDERWRITERS OF THE REGISTRABLE SECURITIES, THEIR OFFICERS, DIRECTORS AND
EMPLOYEES AND EACH PERSON WHO CONTROLS SUCH UNDERWRITERS (WITHIN THE MEANING OF
SECTION 15 OF THE SECURITIES ACT) TO THE SAME EXTENT AS PROVIDED ABOVE WITH
RESPECT TO THE INDEMNIFICATION OF THE DESIGNATED HOLDERS OF REGISTRABLE
SECURITIES.
(B)
INDEMNIFICATION BY DESIGNATED HOLDERS.
IN CONNECTION WITH ANY
REGISTRATION STATEMENT IN WHICH A DESIGNATED HOLDER IS PARTICIPATING PURSUANT TO
SECTION 6.02 OR SECTION 6.03 HEREOF, EACH SUCH DESIGNATED HOLDER SHALL PROMPTLY
FURNISH TO THE COMPANY IN WRITING SUCH INFORMATION WITH RESPECT TO SUCH
DESIGNATED HOLDER AS THE COMPANY MAY REASONABLY REQUEST OR AS MAY BE REQUIRED BY
LAW FOR USE IN CONNECTION WITH ANY SUCH REGISTRATION STATEMENT OR PROSPECTUS AND
ALL INFORMATION REQUIRED TO BE DISCLOSED IN ORDER TO MAKE THE INFORMATION
PREVIOUSLY FURNISHED TO THE COMPANY BY SUCH DESIGNATED HOLDER NOT MATERIALLY
MISLEADING OR NECESSARY TO CAUSE SUCH REGISTRATION STATEMENT NOT TO OMIT A
MATERIAL FACT WITH RESPECT TO SUCH DESIGNATED HOLDER NECESSARY IN ORDER TO MAKE
THE STATEMENTS THEREIN NOT MISLEADING.
EACH DESIGNATED HOLDER AGREES, SEVERALLY
BUT NOT JOINTLY, TO INDEMNIFY AND HOLD HARMLESS THE COMPANY, ANY UNDERWRITER
RETAINED BY THE COMPANY AND EACH PERSON WHO CONTROLS THE COMPANY OR SUCH
UNDERWRITER (WITHIN THE