AND EMPLOYEES OF EACH SUCH CONTROLLING PERSON, AND THE
RESPECTIVE SUCCESSORS, ASSIGNS, ESTATE AND PERSONAL REPRESENTATIVES OF EACH OF
THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FROM AND
AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, PENALTIES, JUDGMENTS,
COSTS (INCLUDING, WITHOUT LIMITATION, COSTS OF INVESTIGATION) AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES)
(COLLECTIVELY, "LOSSES"), AS INCURRED, ARISING OUT OF OR RELATING TO ANY UNTRUE
OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN THE REGISTRATION
STATEMENT, ANY PROSPECTUS, AS SUPPLEMENTED OR AMENDED, IF APPLICABLE, OR ARISING
OUT OF OR RELATING TO ANY OMISSION OR ALLEGED OMISSION OF A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN (IN
THE CASE OF ANY PROSPECTUS OR SUPPLEMENT THERETO, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE) NOT MISLEADING, EXCEPT (I) TO THE
EXTENT, BUT ONLY TO THE EXTENT, THAT SUCH UNTRUE STATEMENTS OR OMISSIONS ARE
BASED SOLELY UPON INFORMATION REGARDING THE PURCHASER FURNISHED IN WRITING TO
THE COMPANY BY THE PURCHASER EXPRESSLY FOR USE THEREIN, OR (II) AS A RESULT OF
THE FAILURE OF THE PURCHASER TO DELIVER A PROSPECTUS, AS AMENDED OR
SUPPLEMENTED, TO A PURCHASER IN CONNECTION WITH AN OFFER OR SALE.
THE COMPANY
SHALL NOTIFY THE PURCHASER PROMPTLY OF THE INSTITUTION, THREAT OR ASSERTION OF
ANY PROCEEDING OF WHICH THE COMPANY IS AWARE IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
SUCH INDEMNITY SHALL REMAIN IN FULL FORCE AND
EFFECT REGARDLESS OF ANY INVESTIGATION MADE BY OR ON BEHALF OF AN INDEMNIFIED
PARTY (AS DEFINED IN SECTION 6(B) HEREOF) AND SHALL SURVIVE THE TRANSFER OF THE
SHARES BY THE PURCHASER.
(B)
CONDUCT OF INDEMNIFICATION PROCEEDINGS. IF ANY PROCEEDING SHALL BE
BROUGHT OR ASSERTED AGAINST ANY PERSON ENTITLED TO INDEMNITY PURSUANT TO SECTION
6(A) OR 6(B) HEREUNDER (AN "INDEMNIFIED PARTY"), SUCH INDEMNIFIED PARTY PROMPTLY
SHALL 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 TO APPEAL OR FURTHER REVIEW) THAT SUCH FAILURE
SHALL HAVE MATERIALLY AND ADVERSELY PREJUDICED THE INDEMNIFYING PARTY.
An Indemnified Party shall have the right to employ separate counsel in any such
proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless: (i) the Indemnifying Party has agreed in writing to pay such fees and
expenses; or (ii) the Indemnifying Party shall have failed promptly to assume
the defense of such proceeding and to employ