SURVIVE THE TRANSFER OF THE REGISTRABLE SECURITIES BY THE INVESTORS
UNDER ARTICLE IX OF THIS AGREEMENT.
6.2
IN CONNECTION WITH ANY REGISTRATION STATEMENT IN WHICH AN INVESTOR
IS PARTICIPATING, EACH SUCH INVESTOR WILL INDEMNIFY AND HOLD HARMLESS, TO THE
SAME EXTENT AND IN THE SAME MANNER SET FORTH IN SECTION 6.1 ABOVE, THE COMPANY,
EACH OF ITS DIRECTORS, EACH OF ITS OFFICERS WHO SIGNS THE REGISTRATION
STATEMENT, EACH PERSON, IF ANY, WHO CONTROLS THE COMPANY WITHIN THE MEANING OF
THE SECURITIES ACT OR THE EXCHANGE ACT, AND ANY OTHER STOCKHOLDER SELLING
SECURITIES PURSUANT TO THE REGISTRATION STATEMENT OR ANY OF ITS DIRECTORS OR
OFFICERS OR ANY PERSON WHO CONTROLS SUCH STOCKHOLDER
10
WITHIN THE MEANING OF THE SECURITIES ACT OR THE EXCHANGE ACT (EACH A "COMPANY
INDEMNIFIED PERSON") AGAINST ANY CLAIM TO WHICH ANY OF THEM MAY BECOME SUBJECT
UNDER THE SECURITIES ACT, THE EXCHANGE ACT OR OTHERWISE, INSOFAR AS SUCH CLAIM
ARISES OUT OF OR IS BASED UPON ANY VIOLATION, IN EACH CASE TO THE EXTENT (AND
ONLY TO THE EXTENT) THAT SUCH VIOLATION OCCURS IN RELIANCE UPON AND IN
CONFORMITY WITH WRITTEN INFORMATION FURNISHED TO THE COMPANY BY SUCH INVESTOR
EXPRESSLY FOR USE IN SUCH REGISTRATION STATEMENT.
SUBJECT TO THE RESTRICTIONS
SET FORTH IN SECTION 6.4 WITH RESPECT TO THE NUMBER OF LEGAL COUNSEL, SUCH
INVESTOR WILL PROMPTLY REIMBURSE EACH COMPANY INDEMNIFIED PERSON FOR ANY LEGAL
OR OTHER EXPENSES (PROMPTLY AS SUCH EXPENSES ARE INCURRED AND DUE AND PAYABLE)
REASONABLY INCURRED BY THEM IN CONNECTION WITH INVESTIGATING OR DEFENDING ANY
SUCH CLAIM.
HOWEVER, THE INDEMNITY AGREEMENT CONTAINED IN THIS SECTION 6.2
DOES NOT APPLY TO AMOUNTS PAID IN SETTLEMENT OF ANY CLAIM IF SUCH SETTLEMENT IS
EFFECTED WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH INVESTOR, WHICH CONSENT WILL
NOT BE UNREASONABLY WITHHELD, AND NO INVESTOR WILL BE LIABLE UNDER THIS
AGREEMENT (INCLUDING THIS SECTION 6.2 AND ARTICLE VII) FOR THE AMOUNT OF ANY
CLAIM THAT EXCEEDS THE NET PROCEEDS ACTUALLY RECEIVED BY SUCH INVESTOR AS A
RESULT OF THE SALE OF REGISTRABLE SECURITIES PURSUANT TO SUCH REGISTRATION
STATEMENT.
THIS INDEMNITY WILL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF
ANY INVESTIGATION MADE BY OR ON BEHALF OF A COMPANY INDEMNIFIED PARTY AND WILL
SURVIVE THE TRANSFER OF THE REGISTRABLE SECURITIES BY THE INVESTORS UNDER
ARTICLE IX OF THIS AGREEMENT.
6.3
IF ANY PROCEEDING SHALL BE BROUGHT OR ANY CLAIM ASSERTED AGAINST
ANY PERSON ENTITLED TO INDEMNITY UNDER SECTIONS 6.1 OR 6.2 HEREOF (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
REASONABLE FEES AND EXPENSES INCURRED IN CONNECTION WITH DEFENSE THEREOF;
PROVIDED, HOWEVER, 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 SUCH FAILURE
SHALL HAVE