CHILCO RIVER HOLDINGS INC - SB-2/A - 20040621 - UNDERTAKINGS
Item 28. Undertakings
The undersigned registrant hereby undertakes:
42
(1)
to file, during any period in which offers
or sales are being made, a post-effective amendment to this registration
statement:
(a)
to include any prospectus required by Section 109(a)(3)
of the Securities Act of 1933;
(b)
to reflect in the prospectus any facts or events
arising after the effective date of this registration statement, or most
recent post-effective amendment, which individually or in the aggregate,
represent a fundamental change in the information set forth in this registration
statement; and
(c)
to include any material information with respect
to the plan of distribution not previously disclosed in this registration
statement or any material change to such information in the registration
statement;
(2)
that, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3)
to remove from registration by means of
a post-effective amendment any of the securities being registered hereby
which remain unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers and controlling
persons pursuant to the provisions above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933, and is,
therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities, other than the payment by us of expenses incurred or paid by one
of our directors, officers, or controlling persons in the successful defense
of any action, suit or proceeding, is asserted by one of our directors, officers,
or controlling persons in connection with the securities being registered, we
will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification is against public policy as expressed in the Securities
Act of 1933, and we will be governed by the final adjudication of such issue.
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