SPCO OF THE SECURITIES ACT, EXCHANGE ACT, ANY
STATE SECURITIES LAWS OR ANY
6
RULE OR REGULATION PROMULGATED UNDER THE SECURITIES ACT, EXCHANGE ACT OR ANY
STATE SECURITIES LAWS, (II) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF
A MATERIAL FACT CONTAINED IN ANY REGISTRATION STATEMENT OR PROSPECTUS RELATING
TO THE INCLUDED SHARES (AS AMENDED OR SUPPLEMENTED IF SPCO SHALL HAVE FURNISHED
ANY AMENDMENTS OR SUPPLEMENTS THERETO) OR ANY PRELIMINARY PROSPECTUS, OR (III)
CAUSED BY 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 LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, EXCEPT
INSOFAR AS SUCH LOSSES, CLAIMS, DAMAGES OR LIABILITIES ARE CAUSED BY ANY SUCH
UNTRUE STATEMENT OR OMISSION OR ALLEGED UNTRUE STATEMENT OR OMISSION BASED UPON
INFORMATION FURNISHED IN WRITING TO SPCO BY HOLDER OR ON HOLDER'S BEHALF
EXPRESSLY FOR USE THEREIN.
9.6
HOLDER AGREES TO INDEMNIFY AND HOLD HARMLESS SPCO, ITS OFFICERS,
DIRECTORS AND AGENTS AND EACH PERSON, IF ANY, WHO CONTROLS SPCO WITHIN THE
MEANING OF EITHER SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE EXCHANGE
ACT TO THE SAME EXTENT AS THE FOREGOING INDEMNITY FROM SPCO TO HOLDER, BUT ONLY
WITH RESPECT TO INFORMATION FURNISHED IN WRITING BY HOLDER OR ON HOLDER'S BEHALF
EXPRESSLY FOR USE IN ANY REGISTRATION STATEMENT OR PROSPECTUS RELATING TO THE
REGISTRABLE SHARES, OR ANY AMENDMENT OR SUPPLEMENT THERETO, OR ANY PRELIMINARY
PROSPECTUS.
9.7
IN CASE ANY PROCEEDING (INCLUDING ANY GOVERNMENTAL INVESTIGATION)
SHALL BE INSTITUTED INVOLVING ANY PERSON IN RESPECT OF WHICH INDEMNITY MAY BE
SOUGHT PURSUANT TO THIS SECTION 10, SUCH PERSON (AN "INDEMNIFIED PARTY") SHALL
PROMPTLY NOTIFY THE PERSON AGAINST WHOM SUCH INDEMNITY MAY BE SOUGHT (THE
"INDEMNIFYING PARTY") IN WRITING AND THE INDEMNIFYING PARTY SHALL ASSUME THE
DEFENSE THEREOF, INCLUDING THE EMPLOYMENT OF COUNSEL REASONABLY SATISFACTORY TO
SUCH INDEMNIFIED PARTY, AND SHALL ASSUME THE PAYMENT OF ALL FEES AND EXPENSES;
PROVIDED THAT THE FAILURE OF ANY INDEMNIFIED PARTY SO TO NOTIFY THE INDEMNIFYING
PARTY SHALL NOT RELIEVE THE INDEMNIFYING PARTY OF ITS OBLIGATIONS HEREUNDER
EXCEPT TO THE EXTENT (AND ONLY TO THE EXTENT THAT) THAT THE INDEMNIFYING PARTY
IS MATERIALLY PREJUDICED BY SUCH FAILURE TO NOTIFY.
IN ANY SUCH PROCEEDING, ANY
INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO RETAIN ITS OWN COUNSEL, BUT THE FEES
AND EXPENSES OF SUCH COUNSEL SHALL BE AT THE EXPENSE OF SUCH INDEMNIFIED PARTY
UNLESS (I) THE INDEMNIFYING PARTY AND THE INDEMNIFIED PARTY SHALL HAVE MUTUALLY
AGREED TO THE RETENTION OF SUCH COUNSEL OR (II) IN THE REASONABLE JUDGMENT OF
SUCH INDEMNIFIED PARTY REPRESENTATION OF BOTH PARTIES BY THE SAME COUNSEL WOULD
BE INAPPROPRIATE DUE TO ACTUAL OR POTENTIAL DIFFERING INTERESTS BETWEEN THEM.
IT IS UNDERSTOOD THAT THE INDEMNIFYING PARTY SHALL NOT, IN CONNECTION WITH ANY
PROCEEDING OR RELATED PROCEEDINGS IN THE SAME JURISDICTION, BE LIABLE FOR THE
REASONABLE FEES AND EXPENSES OF MORE THAN ONE SEPARATE FIRM OF ATTORNEYS (IN
ADDITION TO ANY LOCAL COUNSEL) AT ANY TIME FOR ALL