Common use of Filing Services of the Company Clause in Contracts

Filing Services of the Company. In connection with any registration, filings or sales effected under Section 8.1, 8.2 or 8.3 hereof, the Company will: 8.7.1 Prepare and file the registration statement and such amendments and supplements to the registration statement and the prospectus and/or offering circular used in connection therewith as may be necessary to keep the registration statement and/or notification effective for a period of not less than one hundred and eighty (180) days, as may be necessary for the Holders whose Registrable Securities are registered thereunder to dispose thereof and to comply with the provisions of the 1933 Act and applicable state securities laws with respect to the deposition of the securities covered by the registration statement and/or notification whenever such selling Holder shall dispose of such securities during such period; 8.7.2 Furnish to such selling Holder, if applicable, such reasonable number of copies of a prospectus or offering circular, including a preliminary prospectus, in conformity with the requirements of the 1933 Act and regulations thereunder, as such selling Holder may reasonably request in order to facilitate the disposition of such securities; 8.7.3 Use its best efforts to register or qualify the securities covered by the registration statement under the securities laws of such jurisdictions as such selling Holder shall reasonably request (to the extent required, in the opinion of counsel referred to in Section 8.5 and provided such filing is not unreasonably burdensome on the Company), and accomplish any and all other acts which may be reasonably necessary or advisable to enable such selling Holder to consummate the disposition in such jurisdictions of the securities owned by it or him; provided, however that the Company shall not be required to qualify as a foreign corporation in any such jurisdictions or escrow shares of its capital stock or file any general consent to service of process under the laws of any such jurisdiction; 8.7.4 Furnish to each selling Holder a signed counterpart, addressed to the selling Holder, of (i) an opinion of counsel for the Company, dated the effective date of the registration statement, and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the AICPA, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants, “comfort” letters delivered to the underwriters in underwritten public offerings of securities, to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; 8.7.5 Permit each selling Holder or his or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them; 8.7.6 Furnish to each selling Holder a copy of all documents filed and all correspondence from or to the Securities and Exchange Commission in connection with any such offering; and 8.7.7 Indemnify each selling Holder, each officer and director of such Holder and each person, if any, who controls such Holder, within the meaning of applicable Federal and state securities laws (the “Applicable Securities Laws”) against all losses, claims, damages, liabilities, and expenses (under the Applicable Securities Laws, or common law or otherwise) resulting from any untrue statement or alleged untrue statement or a material fact contained in any registration statement or prospectus (and as amended or supplemented if the Company shall have furnished to the selling Holder any amendments or supplements thereto) or resulting from 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, liabilities or expenses result from any untrue statement or omission contained in information furnished in writing to the Company by the Holder expressly for use therein. If the offering pursuant to any registration statement provided for under Section 8.1, 8.2 or 8.3 is made by underwriters, the Company agrees to negotiate in good faith the terms of an underwriting agreement with such underwriters and, to enter into such agreement once the terms thereof are agreed upon and, if required by such terms, to indemnify such underwriters and each person who controls such underwriters within the meaning of the Applicable Securities Laws in substantially the same manner as hereinabove provided with respect to the indemnification of the selling Holder. In connection with any registration statement in which a Holder is participating, such Holder will furnish to the Company in writing such information as shall be reasonably requested by the Company for use in any such registration statement or prospectus, will notify the Company as to any changes therein, and will indemnify the Company, its directors, its officers, and each person, if any, who controls the Company within the meaning of the Applicable Securities Laws, and, if required by the terms of an agreement with such underwriters, such underwriters and each person who controls such underwriters within the meaning of the Applicable Securities Laws, against any losses, claims, damages, liabilities, and expense resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of material fact required to be stated in the registration statement or prospectus (or any amendment or supplement thereof) and necessary to make the statements therein not misleading in light of the circumstances under which they were made, but only to the extent that such untrue statement or omission is contained in the information so furnished in writing by the Holder expressly for use therein. In order to provide for just and equitable contribution to joint liability under the 1933 Act in any case in which either: (i) Any Holder of Registrable Securities exercising rights under this Section 8, or any controlling person of any such person, make a claim for indemnification pursuant to this section but it is judicially determined (by the entry of a final judgement or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this subsection provides for indemnification in such case; or (ii) Contribution under the 1933 Act may be required on the part of any such selling Holder or any such controlling person in circumstances for which indemnification is provided under this section; then, and in each such case, the Company and such selling Holder will contribute to the aggregate losses, claims, damages, or liabilities to which they may be subject (after contribution from others) in such proportion so that such selling Holder is responsible for the portion represented by the percentage that the purchase price of its Common Stock bears to the public offering price of all such Common Stock offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) no selling Holder will be required to contribute any amount in excess of the purchase price of all such Common Stock offered by it pursuant to such registration statement, and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. Promptly after receipt by any party to this Agreement of notice of the commencement of any action, suit or proceeding, such party will, if a claim for contributing in respect thereof is to be made against another party, notify the contributing party of the commencement thereof. The omission to so notify the contributing party will not relieve it from any liability which it may have to any other party other than for contribution under the 1933 Act. In any case, if such action, suit or proceeding is brought against any party, and such party notifies a contributing party of the commencement thereof, the contributing party will be entitled to participate therein with the notifying party and any other contributing party similarly notified. The Company shall not be liable for any settlement entered into by any Holder without the Company’s consent.

Filing Services of the Company. In connection with any registration, filings or sales effected under Section 8.18.2, 8.2 8.3 or 8.3 8.4 hereof, the Company will: 8.7.1 (a) Prepare and file the registration statement and such amendments and supplements to the registration statement and the prospectus and/or offering circular used in connection therewith as may be necessary to keep the registration statement and/or notification effective for a period of not less than one hundred and eighty (180) days, as may be necessary for the Holders whose Registrable Securities are registered thereunder to dispose thereof and to comply with the provisions of the 1933 Act and applicable state securities laws with respect to the deposition of the securities covered by the registration statement and/or notification whenever such selling Holder shall dispose of such securities during such period; 8.7.2 (b) Furnish to such selling Holder, if applicable, such reasonable number of copies of a prospectus or offering circular, including a preliminary prospectus, in conformity with the requirements of the 1933 Act and regulations thereunder, as such selling Holder may reasonably request in order to facilitate the disposition of such securities; 8.7.3 (c) Use its best efforts to register or qualify the securities covered by the registration statement under the securities laws of such jurisdictions as such selling Holder shall reasonably request (to the extent required, in the opinion of counsel referred to in Section 8.5 8.6 and provided such filing is not unreasonably burdensome on the Company), and accomplish any and all other acts which may be reasonably necessary or advisable to enable such selling Holder to consummate the disposition in such jurisdictions of the securities owned by it or him; provided, however that the Company shall not be required to qualify as a foreign corporation in any such jurisdictions or escrow shares of its capital stock or file any general consent to service of process under the laws of any such jurisdiction; 8.7.4 Furnish to each selling Holder a signed counterpart, addressed to the selling Holder, of (i) an opinion of counsel for the Company, dated the effective date of the registration statement, and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the AICPA, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants, “comfort” letters delivered to the underwriters in underwritten public offerings of securities, to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; 8.7.5 Permit each selling Holder or his or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them; 8.7.6 Furnish to each selling Holder a copy of all documents filed and all correspondence from or to the Securities and Exchange Commission in connection with any such offering; and 8.7.7 Indemnify each selling Holder, each officer and director of such Holder and each person, if any, who controls such Holder, within the meaning of applicable Federal and state securities laws (the “Applicable Securities Laws”) against all losses, claims, damages, liabilities, and expenses (under the Applicable Securities Laws, or common law or otherwise) resulting from any untrue statement or alleged untrue statement or a material fact contained in any registration statement or prospectus (and as amended or supplemented if the Company shall have furnished to the selling Holder any amendments or supplements thereto) or resulting from 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, liabilities or expenses result from any untrue statement or omission contained in information furnished in writing to the Company by the Holder expressly for use therein. If the offering pursuant to any registration statement provided for under Section 8.1, 8.2 or 8.3 is made by underwriters, the Company agrees to negotiate in good faith the terms of an underwriting agreement with such underwriters and, to enter into such agreement once the terms thereof are agreed upon and, if required by such terms, to indemnify such underwriters and each person who controls such underwriters within the meaning of the Applicable Securities Laws in substantially the same manner as hereinabove provided with respect to the indemnification of the selling Holder. In connection with any registration statement in which a Holder is participating, such Holder will furnish to the Company in writing such information as shall be reasonably requested by the Company for use in any such registration statement or prospectus, will notify the Company as to any changes therein, and will indemnify the Company, its directors, its officers, and each person, if any, who controls the Company within the meaning of the Applicable Securities Laws, and, if required by the terms of an agreement with such underwriters, such underwriters and each person who controls such underwriters within the meaning of the Applicable Securities Laws, against any losses, claims, damages, liabilities, and expense resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of material fact required to be stated in the registration statement or prospectus (or any amendment or supplement thereof) and necessary to make the statements therein not misleading in light of the circumstances under which they were made, but only to the extent that such untrue statement or omission is contained in the information so furnished in writing by the Holder expressly for use therein. In order to provide for just and equitable contribution to joint liability under the 1933 Act in any case in which either: (i) Any Holder of Registrable Securities exercising rights under this Section 8, or any controlling person of any such person, make a claim for indemnification pursuant to this section but it is judicially determined (by the entry of a final judgement or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this subsection provides for indemnification in such case; or (ii) Contribution under the 1933 Act may be required on the part of any such selling Holder or any such controlling person in circumstances for which indemnification is provided under this section; then, and in each such case, the Company and such selling Holder will contribute to the aggregate losses, claims, damages, or liabilities to which they may be subject (after contribution from others) in such proportion so that such selling Holder is responsible for the portion represented by the percentage that the purchase price of its Common Stock bears to the public offering price of all such Common Stock offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) no selling Holder will be required to contribute any amount in excess of the purchase price of all such Common Stock offered by it pursuant to such registration statement, and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. Promptly after receipt by any party to this Agreement of notice of the commencement of any action, suit or proceeding, such party will, if a claim for contributing in respect thereof is to be made against another party, notify the contributing party of the commencement thereof. The omission to so notify the contributing party will not relieve it from any liability which it may have to any other party other than for contribution under the 1933 Act. In any case, if such action, suit or proceeding is brought against any party, and such party notifies a contributing party of the commencement thereof, the contributing party will be entitled to participate therein with the notifying party and any other contributing party similarly notified. The Company shall not be liable for any settlement entered into by any Holder without the Company’s consent.

Filing Services of the Company. In connection with any registration, filings or sales effected under Section 8.1, 8.2 or 8.3 hereof, the Company will: 8.7.1 Prepare and file the registration statement and such amendments and supplements to the registration statement and the prospectus and/or offering circular used in connection therewith as may be necessary to keep the registration statement and/or notification effective for a period of not less than one hundred and eighty (180) days, as may be necessary for the Holders whose Registrable Securities are registered thereunder to dispose thereof and to comply with the provisions of the 1933 Act and applicable state securities laws with respect to the deposition of the securities covered by the registration statement and/or notification whenever such selling Holder shall dispose of such securities during such period; 8.7.2 Furnish to such selling Holder, if applicable, such reasonable number of copies of a prospectus or offering circular, including a preliminary prospectus, in conformity with the requirements of the 1933 Act and regulations thereunder, as such selling Holder may reasonably request in order to facilitate the disposition of such securities; 8.7.3 Use its best efforts to register or qualify the securities covered by the registration statement under the securities laws of such jurisdictions as such selling Holder shall reasonably request (to the extent required, in the opinion of counsel referred to in Section 8.5 and provided such filing is not unreasonably burdensome on the Company), and accomplish any and all other acts which may be reasonably necessary or advisable to enable such selling Holder to consummate the disposition in such jurisdictions of the securities owned by it or him; provided, however that the Company shall not be required to qualify as a foreign corporation in any such jurisdictions or escrow shares of its capital stock or file any general consent to service of process under the laws of any such jurisdiction; 8.7.4 Furnish to each selling Holder a signed counterpart, addressed to the selling Holder, of (i) an opinion of counsel for the Company, dated the effective date of the registration statement, and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the AICPA, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants, “comfort” letters delivered to the underwriters in underwritten public offerings of securities, to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; 8.7.5 Permit each selling Holder or his or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them; 8.7.6 Furnish to each selling Holder a copy of all documents filed and all correspondence from or to the Securities and Exchange Commission in connection with any such offering; and 8.7.7 Indemnify each selling Holder, each officer and director of such Holder and each person, if any, who controls such Holder, within the meaning of applicable Federal and state securities laws (the “Applicable Securities Laws”) against all losses, claims, damages, liabilities, and expenses (under the Applicable Securities Laws, or common law or otherwise) resulting from any untrue statement or alleged untrue statement or a material fact contained in any registration statement or prospectus (and as amended or supplemented if the Company shall have furnished to the selling Holder any amendments or supplements thereto) or resulting from 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, liabilities or expenses result from any untrue statement or omission contained in information furnished in writing to the Company by the Holder expressly for use therein. If the offering pursuant to any registration statement provided for under Section 8.1, 8.2 or 8.3 is made by underwriters, the Company agrees to negotiate in good faith the terms of an underwriting agreement with such underwriters and, to enter into such agreement once the terms thereof are agreed upon and, if required by such terms, to indemnify such underwriters and each person who controls such underwriters within the meaning of the Applicable Securities Laws in substantially the same manner as hereinabove provided with respect to the indemnification of the selling Holder. In connection with any registration statement in which a Holder is participating, such Holder will furnish to the Company in writing such information as shall be reasonably requested by the Company for use in any such registration statement or prospectus, will notify the Company as to any changes therein, and will indemnify the Company, its directors, its officers, and each person, if any, who controls the Company within the meaning of the Applicable Securities Laws, and, if required by the terms of an agreement with such underwriters, such underwriters and each person who controls such underwriters within the meaning of the Applicable Securities Laws, against any losses, claims, damages, liabilities, and expense resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of material fact required to be stated in the registration statement or prospectus (or any amendment or supplement thereof) and necessary to make the statements therein not misleading in light of the circumstances under which they were made, but only to the extent that such untrue statement or omission is contained in the information so furnished in writing by the Holder expressly for use therein. In order to provide for just and equitable contribution to joint liability under the 1933 Act in any case in which either: (i) Any Holder of Registrable Securities exercising rights under this Section 8, or any controlling person of any such person, make a claim for indemnification pursuant to this section but it is judicially determined (by the entry of a final judgement or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this subsection provides for indemnification in such case; or (ii) Contribution under the 1933 Act may be required on the part of any such selling Holder or any such controlling person in circumstances for which indemnification is provided under this section; then, and in each such case, the Company and such selling Holder will contribute to the aggregate losses, claims, damages, or liabilities to which they may be subject (after contribution from others) in such proportion so that such selling Holder is responsible for the portion represented by the percentage that the purchase price of its Common Stock bears to the public offering price of all such Common Stock offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) no selling Holder will be required to contribute any amount in excess of the purchase price of all such Common Stock offered by it pursuant to such registration statement, and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. Promptly after receipt by any party to this Agreement of notice of the commencement of any action, suit or proceeding, such party will, if a claim for contributing in respect thereof is to be made against another party, notify the contributing party of the commencement thereof. The omission to so notify the contributing party will not relieve it from any liability which it may have to any other party other than for contribution under the 1933 Act. In any case, if such action, suit or proceeding is brought against any party, and such party notifies a contributing party of the commencement thereof, the contributing party will be entitled to participate therein with the notifying party and any other contributing party similarly notified. The Company shall not be liable for any settlement entered into by any Holder without the Company’s consent.

Filing Services of the Company. In connection with any registration, filings or sales effected under Section 8.1, 8.2 or 8.3 hereof, the Company will: 8.7.1 (a) Prepare and file the registration statement and such amendments and supplements to the registration statement and the prospectus and/or offering circular used in connection therewith as may be necessary to keep the registration statement and/or notification effective for a period of not less than one hundred and eighty (180) days, as may be necessary for the Holders whose Registrable Securities securities are registered thereunder to dispose thereof and to comply with the provisions of the 1933 Act and applicable state securities laws with respect to the deposition of the securities covered by the registration statement and/or notification whenever such selling Holder shall dispose of such securities during such period; 8.7.2 (b) Furnish to such selling Holder, if applicable, such reasonable number of copies of a prospectus or offering circular, including a preliminary prospectus, in conformity with the requirements of the 1933 Act and regulations thereunder, as such selling Holder may reasonably request in order to facilitate the disposition of such such. securities; 8.7.3 (c) Use its best efforts to register or qualify the securities covered by the registration statement under the securities laws of such jurisdictions as such selling Holder shall reasonably request (to the extent required, in the opinion of counsel referred to in Section 8.5 and provided such filing is not unreasonably burdensome on the Company), and accomplish any and all other acts which may be reasonably necessary or advisable to enable such selling Holder to consummate the disposition in such jurisdictions of the securities owned by it or him; provided, however that the Company shall not be required to qualify as a foreign corporation in any such jurisdictions or escrow shares of its capital stock or file any general consent to service of process under the laws of any such jurisdiction; 8.7.4 (d) Furnish to each selling Holder a signed counterpart, addressed to the selling Holder, of (i) an opinion of counsel for the Company, dated the effective date of the registration statement, and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the AICPA, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants, ’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; 8.7.5 (e) Permit each selling Holder or his or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them; 8.7.6 (f) Furnish to each selling Holder a copy of all documents filed and all correspondence from or to the Securities and Exchange Commission in connection with any such offering; and 8.7.7 (g) Indemnify each selling Holder, each officer and director of such Holder and each person, if any, who controls such Holder, within the meaning of applicable Federal and state securities laws (the “Applicable Securities Laws”) against all losses, claims, damages, liabilities, and expenses (under the Applicable Securities Laws, or common law or otherwise) resulting from any untrue statement or alleged untrue statement or a material fact contained in any registration statement or prospectus (and as amended or supplemented if the Company shall have furnished to the selling Holder any amendments or supplements thereto) or resulting from 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, liabilities or expenses result from any untrue statement or omission contained in information furnished in writing to the Company company by the Holder expressly for use therein. If the offering pursuant to any registration statement provided for under Section 8.1, 8.2 or 8.3 is made by underwriters, the Company agrees to negotiate in good faith the terms of an underwriting agreement with such underwriters and, to enter into such agreement once the terms thereof are agreed upon and, if required by such terms, to indemnify such underwriters and each person who controls such underwriters within the meaning of the Applicable Securities Laws in substantially the same manner as hereinabove provided with respect to the indemnification of the selling Holder. In connection with any registration statement in which a Holder is participating, such Holder will furnish to the Company in writing such information as shall be reasonably requested by the Company for use in any such registration statement or prospectus, will notify the Company as to any changes therein, and will indemnify the Company, its directors, its officers, and each person, if any, who controls the Company within the meaning of the Applicable Securities Laws, and, if required by the terms of an agreement with such underwriters, such underwriters and each person who controls such underwriters within the meaning of the Applicable Securities Laws, against any losses, claims, damages, liabilities, and expense resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of material fact required to be stated in the registration statement or prospectus (or any amendment or supplement thereof) and necessary to make the statements therein not misleading in light of the circumstances under which they were made, but only to the extent that such untrue statement or omission is contained in the information so furnished in writing by the Holder expressly for use therein. In order to provide for just and equitable contribution to joint liability under the 1933 Act in any case in which either: (i) Any Holder of Registrable Securities exercising rights under this Section 8, or any controlling person of any such person, make a claim for indemnification pursuant to this section but it is judicially determined (by the entry of a final judgement or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this subsection provides for indemnification in such case; or (ii) Contribution under the 1933 Act may be required on the part of any such selling Holder or any such controlling person in circumstances for which indemnification is provided under this section; then, and in each such case, the Company and such selling Holder will contribute to the aggregate losses, claims, damages, or liabilities to which they may be subject (after contribution from others) in such proportion so that such selling Holder is responsible for the portion represented by the percentage that the purchase price of its Common Stock bears to the public offering price of all such Common Stock offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) no selling Holder will be required to contribute any amount in excess of the purchase price of all such Common Stock offered by it pursuant to such registration statement, and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. Promptly after receipt by any party to this Agreement of notice of the commencement of any action, suit or proceeding, such party will, if a claim for contributing in respect thereof is to be made against another party, notify the contributing party of the commencement thereof. The omission to so notify the contributing party will not relieve it from any liability which it may have to any other party other than for contribution under the 1933 Act. In any case, if such action, suit or proceeding is brought against any party, and such party notifies a contributing party of the commencement thereof, the contributing party will be be, entitled to participate therein with the notifying party and any other contributing party similarly notified. The Company shall not be liable for any settlement entered into by any Holder without the Company’s consent.