RECEIPT BY SUCH INVESTOR OF
THE ADVICE CONTEMPLATED IN SECTION 6.5.
(B)
INDEMNIFICATION BY INVESTORS.
EACH INVESTOR
SHALL, SEVERALLY AND NOT JOINTLY, INDEMNIFY AND HOLD HARMLESS THE COMPANY, ITS
DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES, EACH PERSON WHO CONTROLS THE COMPANY
(WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT AND SECTION 20 OF THE
EXCHANGE ACT), AND THE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES OF SUCH
CONTROLLING PERSONS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FROM AND
AGAINST ALL LOSSES ARISING OUT OF ANY UNTRUE STATEMENT OF A MATERIAL FACT
CONTAINED IN THE REGISTRATION STATEMENT, ANY PROSPECTUS, OR ANY FORM OF
PROSPECTUS, OR IN ANY AMENDMENT OR SUPPLEMENT THERETO, OR ARISING OUT OF OR
RELATING TO ANY OMISSION OF A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN (IN THE CASE OF ANY PROSPECTUS OR FORM
OF PROSPECTUS OR SUPPLEMENT THERETO, IN THE LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE) NOT MISLEADING, BUT ONLY TO THE EXTENT THAT SUCH UNTRUE
STATEMENT OR OMISSION IS CONTAINED IN ANY INFORMATION SO FURNISHED BY SUCH
INVESTOR TO THE COMPANY SPECIFICALLY FOR INCLUSION IN SUCH REGISTRATION
STATEMENT OR SUCH PROSPECTUS OR TO THE EXTENT THAT (I) SUCH UNTRUE STATEMENTS OR
OMISSIONS ARE BASED UPON INFORMATION REGARDING SUCH INVESTOR FURNISHED TO THE
COMPANY BY SUCH INVESTOR EXPRESSLY FOR USE THEREIN, OR TO THE EXTENT THAT SUCH
INFORMATION RELATES TO SUCH INVESTOR OR SUCH INVESTOR'S PROPOSED METHOD OF
DISTRIBUTION OF REGISTRABLE SECURITIES AND WAS REVIEWED AND EXPRESSLY APPROVED
BY SUCH INVESTOR EXPRESSLY FOR USE IN THE REGISTRATION STATEMENT, SUCH
PROSPECTUS OR SUCH FORM OF PROSPECTUS OR IN ANY AMENDMENT OR SUPPLEMENT THERETO
OR (II) IN THE CASE OF AN OCCURRENCE OF AN EVENT OF THE TYPE SPECIFIED IN
SECTION 6.2(C)(V)-(VII), THE USE BY SUCH INVESTOR OF AN OUTDATED OR DEFECTIVE
PROSPECTUS AFTER THE COMPANY HAS NOTIFIED SUCH INVESTOR IN WRITING THAT THE
PROSPECTUS IS OUTDATED OR DEFECTIVE AND PRIOR TO THE RECEIPT BY SUCH INVESTOR OF
THE ADVICE CONTEMPLATED IN SECTION 6.5.
IN NO EVENT SHALL THE LIABILITY OF ANY
SELLING INVESTOR HEREUNDER BE GREATER IN AMOUNT THAN THE DOLLAR AMOUNT OF THE
NET PROCEEDS RECEIVED BY SUCH INVESTOR UPON THE SALE OF THE REGISTRABLE
SECURITIES GIVING RISE TO SUCH INDEMNIFICATION OBLIGATION.
(C)
CONDUCT OF INDEMNIFICATION PROCEEDINGS.
IF
ANY PROCEEDING SHALL BE BROUGHT OR ASSERTED AGAINST ANY PERSON ENTITLED TO
INDEMNITY HEREUNDER (AN "INDEMNIFIED PARTY"), SUCH INDEMNIFIED PARTY SHALL
PROMPTLY NOTIFY THE PERSON FROM WHOM INDEMNITY IS SOUGHT (THE "INDEMNIFYING
PARTY") IN WRITING, AND THE INDEMNIFYING PARTY SHALL ASSUME THE DEFENSE THEREOF,
INCLUDING THE EMPLOYMENT OF COUNSEL REASONABLY SATISFACTORY TO THE INDEMNIFIED
PARTY AND THE PAYMENT OF ALL FEES AND EXPENSES INCURRED IN CONNECTION WITH
DEFENSE THEREOF; PROVIDED, THAT THE FAILURE OF ANY INDEMNIFIED PARTY TO GIVE
SUCH NOTICE SHALL NOT RELIEVE THE INDEMNIFYING PARTY OF ITS OBLIGATIONS OR
LIABILITIES PURSUANT TO THIS AGREEMENT, EXCEPT (AND ONLY) TO THE EXTENT THAT IT
SHALL BE FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION (WHICH
DETERMINATION IS NOT SUBJECT