ADDITION TO ANY LIABILITY WHICH THE COMPANY
MAY OTHERWISE HAVE.
(B)
EACH HOLDER OF REGISTRABLE SECURITIES COVERED BY A REGISTRATION
STATEMENT SEVERALLY, AND NOT JOINTLY, AGREES TO INDEMNIFY AND HOLD HARMLESS (I)
THE COMPANY, (II) EACH OF THE DIRECTORS OF THE COMPANY, (III) EACH OF THE
COMPANY'S OFFICERS WHO SIGNS SUCH REGISTRATION STATEMENT, (IV) EACH PERSON WHO
CONTROLS THE COMPANY OR ANY OTHER HOLDER WITHIN THE MEANING OF EITHER THE
SECURITIES ACT OR THE EXCHANGE ACT AND (V) ANY OTHER HOLDER, IN EACH CASE TO THE
SAME EXTENT AS THE FOREGOING INDEMNITY FROM THE COMPANY, BUT ONLY IN RESPECT OF
WRITTEN INFORMATION RELATING TO SUCH HOLDER FURNISHED TO THE COMPANY BY OR ON
BEHALF OF SUCH HOLDER SPECIFICALLY FOR INCLUSION IN THE DOCUMENTS REFERRED TO IN
THE FOREGOING INDEMNITY. THIS INDEMNITY AGREEMENT WILL BE IN ADDITION TO ANY
LIABILITY WHICH ANY SUCH HOLDER MAY OTHERWISE HAVE.
(C)
PROMPTLY AFTER RECEIPT BY AN INDEMNIFIED PARTY UNDER THIS SECTION
6 OF NOTICE OF THE COMMENCEMENT OF ANY ACTION OR PROCEEDING (INCLUDING A
GOVERNMENTAL INVESTIGATION), SUCH INDEMNIFIED PARTY WILL, IF A CLAIM IN RESPECT
THEREOF IS TO BE MADE AGAINST THE INDEMNIFYING PARTY UNDER THIS SECTION 6,
NOTIFY IN WRITING THE INDEMNIFYING PARTY OF THE COMMENCEMENT THEREOF; BUT THE
OMISSION SO TO NOTIFY THE INDEMNIFYING PARTY WILL NOT RELIEVE THE INDEMNIFYING
PARTY FROM ANY LIABILITY IT MAY HAVE TO ANY INDEMNIFIED PARTY (I) EXCEPT TO THE
EXTENT THAT THE INDEMNIFYING PARTY HAS BEEN MATERIALLY PREJUDICED (THROUGH THE
FORFEITURE OF SUBSTANTIVE RIGHTS OR DEFENSES) BY SUCH FAILURE AND (II) OTHERWISE
THAN UNDER PARAGRAPH (A) OR (B) ABOVE. IN CASE ANY SUCH ACTION IS BROUGHT
AGAINST ANY INDEMNIFIED PARTY AND IT NOTIFIES THE INDEMNIFYING PARTY OF THE
COMMENCEMENT THEREOF, THE INDEMNIFYING PARTY WILL BE ENTITLED TO PARTICIPATE
THEREIN AND, TO THE
12
EXTENT THAT IT MAY WISH, JOINTLY WITH ANY OTHER INDEMNIFYING PARTY SIMILARLY
NOTIFIED, TO ASSUME THE DEFENSE THEREOF, WITH COUNSEL REASONABLY SATISFACTORY TO
SUCH INDEMNIFIED PARTY (WHO SHALL NOT, EXCEPT WITH THE CONSENT OF SUCH
INDEMNIFIED PARTY, BE COUNSEL TO THE INDEMNIFYING PARTY), AND AFTER NOTICE FROM
THE INDEMNIFYING PARTY TO SUCH INDEMNIFIED PARTY OF ITS ELECTION SO TO ASSUME
THE DEFENSE THEREOF, THE INDEMNIFYING PARTY WILL NOT BE LIABLE TO SUCH
INDEMNIFIED PARTY UNDER THIS SECTION 6 FOR ANY LEGAL OR OTHER EXPENSES
SUBSEQUENTLY INCURRED BY SUCH INDEMNIFIED PARTY IN CONNECTION WITH THE DEFENSE
THEREOF OTHER THAN REASONABLE COSTS OF INVESTIGATION.
IT IS UNDERSTOOD THAT THE
INDEMNIFYING PARTY SHALL NOT, IN RESPECT OF THE LEGAL EXPENSES OF ANY
INDEMNIFIED PARTY IN CONNECTION WITH ANY PROCEEDING OR RELATED PROCEEDINGS IN
THE SAME JURISDICTION, BE LIABLE FOR THE FEES AND EXPENSES OF MORE THAN ONE
SEPARATE FIRM (IN ADDITION TO ANY LOCAL COUNSEL) FOR ALL HOLDERS AND ALL
PERSONS, IF ANY, WHO CONTROL ANY HOLDER WITHIN THE MEANING OF EITHER SECTION 15
OF THE ACT OR SECTION 20 OF THE EXCHANGE ACT.
IN THE CASE OF ANY SUCH SEPARATE
FIRM FOR THE HOLDERS AND SUCH CONTROL PERSONS OF ANY HOLDERS, SUCH FIRM SHALL