Common use of Resale Registration Statement Clause in Contracts

Resale Registration Statement. The Company reserves the right at any time to file and cause to become effective a registration statement covering the resale of the New Warrant Shares. Holder hereby covenants and agrees to promptly provide the Company with any material information that is reasonably required to be provided in such registration statement with respect to such Holder, including the completion, execution, acknowledgement and delivery of customary selling stockholder questionnaires and other documents, certificates, instruments, representations and warranties and indemnities as may be reasonably requested by the Company in connection with the filing of such registration statement, including, without limitation, representations and warranties (or indemnities with respect thereto) in connection with (i) Holder’s ownership of New Warrant Shares to be transferred free and clear of all liens, claims and encumbrances, (ii) Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with applicable law by Holder. The Company may require Holder, by written notice given to Holder not less than seven (7) Trading Days prior to the filing date of a registration statement, to promptly, and in any event within five (5) Trading Days after receipt of such notice, furnish in writing to the Company such information regarding the distribution of the New Warrant Shares as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. Notwithstanding anything to the contrary contained herein, (i) the provisions of this Section 4.3 shall not be applicable to the extent that the Holder is required to be named as an underwriter in any resale registration statement, and (ii) any indemnities required to be provided in this Section 4.3 by the Holder shall apply solely with respect to written information provided by the Holder specifically for use in such registration statement, and such indemnities shall be limited to net proceeds received by such Holder with respect to sales of New Warrant Shares.

Resale Registration Statement. The Company reserves Whenever the right at any time General Partner satisfies a redemption request by providing a holder of Series D-13 Preferred Units with Common Shares subject to a resale registration statement, the General Partner shall: (a) prepare and file with the Securities and cause Exchange Commission (the "Commission") the requisite registration statement to become effective effect such registration, which registration statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the Commission to be filed therewith; provided, however, that before filing a registration statement covering or prospectus or any amendments or supplements thereto, or comparable statements under securities or blue sky laws of any jurisdiction, the resale General Partner shall (i) provide the holder of such Common Shares with an adequate and appropriate opportunity to participate in the preparation of such registration statement and each prospectus included therein (and each amendment or supplement thereto or comparable statement) to be filed with the Commission and (ii) not file any such registration statement or prospectus (or amendment or supplement thereto or comparable statement) with the Commission to which counsel to the holder of such Common Shares or any underwriter shall have reasonably objected on the grounds that such filing does not comply in all material respects with the requirements of the New Warrant Shares. Holder hereby covenants Act or of the rules or regulations thereunder; (b) prepare and agrees file with the Commission such amendments and supplements to promptly provide such registration statement and the Company prospectus used in connection therewith as may be necessary (i) to keep such registration statement effective and (ii) to comply with the provisions of the Act with respect to the disposition of the Common Shares covered by such registration statement, in each case until such time as all of such Common Shares have been disposed of in accordance with the intended methods of disposition by the seller(s) thereof set forth in such registration statement; provided, that such period need not extend beyond nine months after the effective date of the registration statement and which period, in any material information that is reasonably required event, shall terminate when all the Common Shares covered by such registration statement have been sold (but not before the expiration of the time period referred to be provided in Section 4(3) of the Act and Rule 174 thereunder, if applicable); (c) furnish, without charge, to the holder of such Common Shares and each underwriter, if any, of the securities covered by such registration statement, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits), and the prospectus included in such registration statement (including each preliminary prospectus) in conformity with respect to such Holderthe requirements of the Act, including the completion, execution, acknowledgement and delivery of customary selling stockholder questionnaires and other documents, certificatesas holder of such Common Shares and such underwriter may reasonably request in order to facilitate the public sale or other disposition of the Common Shares owned by the holder of such Common Shares; (d) prior to any public offering of Common Shares, instrumentsuse its reasonable best efforts to register or qualify the Common Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions as holder of such Common Shares or the sole or lead managing underwriter, representations if any, may reasonably request to enable the holder of such Common Shares to consummate the disposition in such jurisdictions of the Common Shares owned by holder and warranties to continue such registration or qualification in effect in each such jurisdiction for as long as such registration statement remains in effect (including through new filings or amendments or renewals), and indemnities do any and all other acts and things which may be necessary or advisable to enable the holder to consummate the disposition in such jurisdictions of the Common Shares owned by it; provided, however, that the General Partner shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction; (e) promptly notify the Holder of such Common Shares and the sole or lead managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the Prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed, and, with respect to the registration statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any state securities or blue sky authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation or threat of any proceedings for that purpose, (iv) of the receipt by the General Partner of any notification with respect to the suspension of the qualification of any Common Shares for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose, (v) of the existence of any fact of which the General Partner becomes aware or the happening of any event which results in (A) the registration statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein not misleading or (B) the prospectus included in such registration statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein, in the light of the circumstances under which they were made, not misleading and (vi) of the General Partner's reasonable determination that a post-effective amendment to a registration statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such registration statement inadvisable pending such disclosure and post-effective amendment; and, if the notification relates to an event described in any of the clauses (v) or (vi) of this Section I.(e), subject to Section B below, the General Partner shall promptly prepare a supplement or post-effective amendment to such registration statement or related prospectus or any document incorporated therein by reference or file any other required document so that (1) such registration statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (2) as thereafter delivered to the purchasers of the Common Shares being sold thereunder, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (and shall furnish to the holder and each underwriter, if any, a reasonable number of copies of such prospectus so supplemented or amended); and if the notification relates to an event described in clauses (ii) through (iv) of this Section I.(e), the General Partner shall use its reasonable best efforts to remedy such matters; (f) make reasonably available for inspection by the holder of such Common Shares, any sole or lead managing underwriter participating in any disposition pursuant to such registration statement, one counsel appointed by all holders of such Common Shares and any attorney, accountant or other agent retained by any underwriter material financial and other relevant information concerning the business and operations of the General Partner and the properties of the General Partner and any subsidiaries thereof as may be in existence at such time as shall be necessary, in the reasonable opinion of the holder's and such underwriters' respective counsel, to enable them to conduct a reasonable investigation within the meaning of the Act, and cause the General Partner's and any subsidiaries' officers, directors and employees, and the independent public accountants of the General Partner, to supply such information as may be reasonably requested by the Company any such parties in connection with the filing of such registration statement; (g) obtain an opinion from the General Partner's counsel and a "cold comfort" letter from the General Partner's independent public accountants who have certified the General Partner's financial statements included or incorporated by reference in such registration statement in customary form and covering such matters as are customarily covered by such opinions and "cold comfort" letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the sole or lead managing underwriter, if any, and to the holder, and furnish to the holder participating in the offering and to each underwriter, if any, a copy of such opinion and letter addressed to the holder (in the case of the opinion) and underwriter (in the case of the opinion and the "cold comfort" letter); (h) in the case of an underwritten offering, make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date of the registration statement (as defined in Rule 158(c)), an earnings statement of the General Partner and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the General Partner, Rule 158); (i) cause all such Common Shares to be listed on the exchange or market on which the Common Shares are Publicly Traded; (j) furnish to the holder and the sole or lead managing underwriter, if any, without charge, at least one manually signed copy of the registration statement and any post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those deemed to be incorporated by reference); (k) if requested by the sole or lead managing underwriter or the holder of Common Shares, incorporate in a prospectus supplement or post-effective amendment such information concerning such holders, the underwriters or the intended method of distribution as the sole or lead managing underwriter or such holders reasonably request to be included therein and as is appropriate in the reasonable judgment of the General Partner, including, without limitation, representations and warranties (or indemnities information with respect theretoto the number of Common Shares being sold to the underwriters, the purchase price being paid therefor by such underwriters and any other terms of the underwritten offering of the Common Shares to be sold in such offering; and (l) use its reasonable best efforts to take all other steps necessary to expedite or facilitate the registration and disposition of the Common Shares contemplated hereby, including obtaining necessary governmental approvals and effecting required filings; entering into customary agreements (including customary underwriting agreements, if the public offering is underwritten); cooperating with the holder of such Common Shares and any underwriters in connection with (i) Holder’s ownership of New Warrant Shares to be transferred free and clear of all liens, claims and encumbrances, (ii) Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with applicable law by Holder. The Company may require Holder, by written notice given to Holder not less than seven (7) Trading Days prior to the filing date of a registration statement, to promptly, and in any event within five (5) Trading Days after receipt of such notice, furnish in writing to the Company such information regarding the distribution of the New Warrant Shares as the Company may from time to time reasonably request and such other information as may be legally filings required in connection with such registration. Notwithstanding anything to the contrary contained herein, (i) the provisions of this Section 4.3 shall not be applicable to the extent that the Holder is required to be named as an underwriter in any resale registration statement, and (ii) any indemnities required to be provided in this Section 4.3 by the Holder shall apply solely with respect to written information provided by National Association of Securities Dealers, Inc. (the Holder specifically "NASD"); providing appropriate certificates not bearing restrictive legends representing the Common Shares; and providing a CUSIP number and maintaining a transfer agent and registrar for use in such registration statement, and such indemnities shall be limited to net proceeds received by such Holder with respect to sales of New Warrant the Common Shares.

Resale Registration Statement. The Company reserves the right at any time to file and cause to become effective a registration statement covering the resale of the New Warrant Shares. Holder hereby covenants and agrees to promptly provide the Company with any material information that is reasonably required to be provided in such registration statement with respect to such Holder, including the completion, execution, acknowledgement and delivery of customary selling stockholder questionnaires and other documents, certificates, instruments, representations and warranties and indemnities as may be reasonably requested by the Company in connection with the filing of such registration statement, including, without limitation, representations and warranties (or indemnities with respect thereto) in connection with (i) Holder’s ownership of New Warrant Shares to be transferred free and clear of all liens, claims and encumbrances, (ii) Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with applicable law by Holder. The Company may require Holder, by written notice given to Holder not less than seven (7) Trading Days prior to the filing date of a registration statement, to promptly, and in any event within five (5) Trading Days after receipt of such notice, furnish in writing to the Company such information regarding the distribution of the New Warrant Shares as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. The Company agrees to provide Holder with a customary indemnification and contribution agreement, in form reasonably satisfactory to Holder, in connection with any sales of New Warrant Shares pursuant to a registration statement. Notwithstanding anything to the contrary contained herein, (i) the provisions of this Section 4.3 4.2 shall not be applicable to the extent that the Holder is required to be named as an underwriter in any resale registration statement, and (ii) any indemnities required to be provided in this Section 4.3 4.2 by the Holder shall apply solely with respect to written information provided by the Holder specifically for use in such registration statement, and such indemnities shall be limited to net proceeds received by such Holder with respect to sales of New Warrant Shares.