(d) if the indemnification provided for in this section 2.5 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. the relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
(e) notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in an underwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.
2.6 other obligations. with a view to making available the benefits of certain rules and regulations of the commission which may effectuate the registration of registrable securities or permit the sale of registrable securities to the public without registration, the company agrees to:
(a) after its initial registration under the securities act, exercise reasonable best efforts to cause the company to be eligible to utilize form s3 (or any similar form) for the registration of registrable securities;
(b) at such time as any registrable securities are eligible for transfer under rule 144(k), upon the request of the holder of such registrable securities, remove any restrictive legend from the certificates evidencing such securities at no cost to such holder;
(c) make and keep available public information as defined in rule 144 under the securities act at all times from and after ninety (90) days following its initial registration under the securities act;