any liability which arises out of the failure of any Person to
deliver a prospectus as required by the Securities Act regardless of any
investigation made by or on behalf of such Indemnified Person and shall survive
transfer of such securities by such seller.
(B)
EACH HOLDER OF ANY REGISTRABLE SECURITIES
SHALL, BY ACCEPTANCE THEREOF, INDEMNIFY AND HOLD HARMLESS EACH OTHER HOLDER OF
ANY REGISTRABLE SECURITIES, THE COMPANY, ITS DIRECTORS AND OFFICERS, EACH
UNDERWRITER AND EACH OTHER PERSON, IF ANY, WHO CONTROLS THE COMPANY OR SUCH
UNDERWRITER (INDIVIDUALLY AND COLLECTIVELY ALSO THE "INDEMNIFIED PERSON"),
AGAINST ANY LIABILITY, JOINT OR SEVERAL, TO WHICH ANY SUCH INDEMNIFIED PERSON
MAY BECOME SUBJECT UNDER THE SECURITIES ACT OR ANY OTHER STATUTE OR AT COMMON
LAW, INSOFAR AS SUCH LIABILITY (OR ACTIONS IN RESPECT THEREOF) ARISES OUT OF OR
IS BASED UPON (I) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF ANY
MATERIAL FACT CONTAINED, ON THE EFFECTIVE DATE THEREOF, IN ANY REGISTRATION
STATEMENT UNDER WHICH SECURITIES WERE REGISTERED UNDER THE SECURITIES ACT AT THE
REQUEST OF SUCH HOLDER, ANY PRELIMINARY PROSPECTUS OR FINAL PROSPECTUS CONTAINED
THEREIN, OR ANY AMENDMENT OR SUPPLEMENT THERETO, OR (II) 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, IN THE CASE OF (I) AND
(II) TO THE EXTENT, BUT ONLY TO THE EXTENT, THAT SUCH UNTRUE STATEMENT OR
ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION WAS MADE IN SUCH
REGISTRATION STATEMENT, PRELIMINARY OR FINAL PROSPECTUS, AMENDMENT OR SUPPLEMENT
THERETO IN RELIANCE UPON AND IN CONFORMITY WITH INFORMATION FURNISHED IN WRITING
TO THE COMPANY BY SUCH HOLDER SPECIFICALLY FOR USE THEREIN, AND THEN ONLY TO THE
EXTENT THAT SUCH UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR
ALLEGED OMISSION BY THE HOLDER WAS NOT BASED ON THE AUTHORITY OF AN EXPERT AS TO
WHICH THE HOLDER HAD NO REASONABLE GROUND TO BELIEVE, AND DID NOT BELIEVE, THAT
THE STATEMENT MADE ON THE AUTHORITY OF SUCH EXPERT WAS UNTRUE OR THAT THERE WAS
AN OMISSION TO STATE A MATERIAL FACT.
SUCH HOLDER SHALL REIMBURSE ANY
INDEMNIFIED PERSON FOR ANY LEGAL FEES INCURRED IN INVESTIGATING OR DEFENDING ANY
SUCH LIABILITY; PROVIDED, HOWEVER, THAT SUCH HOLDER'S OBLIGATIONS HEREUNDER
SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE PROCEEDS TO SUCH HOLDER OF THE
REGISTRABLE SECURITIES SOLD IN ANY SUCH REGISTRATION; AND PROVIDED FURTHER,
HOWEVER, THAT NO HOLDER OF REGISTRABLE SECURITIES SHALL BE REQUIRED TO INDEMNIFY
ANY PERSON AGAINST ANY LIABILITY ARISING FROM ANY UNTRUE OR MISLEADING STATEMENT
OR OMISSION CONTAINED IN ANY PRELIMINARY PROSPECTUS IF SUCH DEFICIENCY IS
CORRECTED IN THE FINAL PROSPECTUS OR FOR ANY LIABILITY WHICH ARISES OUT OF THE
FAILURE OF ANY PERSON TO DELIVER A PROSPECTUS AS REQUIRED BY THE SECURITIES ACT.
(C)
INDEMNIFICATION SIMILAR TO THAT SPECIFIED
IN SECTION 2.5(A) AND (B) SHALL BE GIVEN BY THE COMPANY AND EACH HOLDER OF ANY
REGISTRABLE SECURITIES (WITH SUCH MODIFICATIONS AS MAY BE APPROPRIATE) WITH
RESPECT TO ANY REQUIRED REGISTRATION OR OTHER