Common use of Underwriting; Due Diligence Clause in Contracts

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration, MSCI shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.07, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.07. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3, MSCI shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI with its officers and the independent public accountants who have certified the financial statements of MSCI as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e2.7(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement agreement, and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling HoldersHolders and the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Selling Holders to the extent applicable. Such Subject to the following sentence, such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, includingwhen relevant. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, without limitation, indemnification warranties or agreements regarding such Selling Holder’s title to Registrable Securities and contribution provisions substantially any written information provided by the Selling Holder to the effect Company expressly for inclusion in the related registration statement, and the liability of any Selling Holder under the underwriting agreement shall be several and not joint and in no event shall the liability of any Selling Holder under the underwriting agreement be greater in amount than the dollar amount of the proceeds received by such Selling Holder under the sale of the Registrable Securities pursuant to the extent provided in Section 3.07such underwriting agreement (net of underwriting discounts and commissions). (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3II, MSCI the Company shall give the Holders of make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each Selling Holder, by any lead underwriter or underwriters participating in any disposition to be effected pursuant to such Registrable Securities and the underwriters, if anyregistration statement, and their respective counsel by any attorney, accountant or other agent retained by any Selling Holder or any lead underwriter, all pertinent financial and accountantsother records, such pertinent corporate documents and properties of the Company, and use its reasonable best efforts to cause all of the Company’s officers, directors and customary access to its books and records and such opportunities to discuss the business of MSCI with its officers employees and the independent public accountants who have certified the Company’s financial statements to make themselves reasonably available to discuss the business of MSCI the Company and to supply all information reasonably requested by any such Selling Holders, lead underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessarynecessary to enable them to exercise their due diligence responsibility (subject to entry by each party referred to in this clause (b) into customary confidentiality agreements in a form reasonably acceptable to the Company). (c) In the case of an underwritten offering requested by the Registration Parties pursuant to Section 2.1 or Section 2.3 or an Underwritten Shelf Take-Down pursuant to Section 2.4, the price, underwriting discount and other financial terms for the Registrable Securities of the related underwriting agreement shall be determined by the Registration Party exercising its Demand or requesting such Underwritten Shelf Take-Down. In the case of any underwritten offering of securities by the Company pursuant to Section 2.2, such price, discount and other terms shall be determined by the Company, subject to the right of Selling Holders to withdraw their Registrable Securities from the registration pursuant to Section 2.6(a). (d) Subject to Section 2.8(a), no Person may participate in an underwritten offering (including an Underwritten Shelf Take-Down) unless such Person (i) agrees to sell such Person’s securities on the opinion basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all customary questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreement and other documents reasonably required under the terms of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeunderwriting arrangements.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Company shall enter into an underwriting agreement agreement, with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 8 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. The Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, the Company may require the Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwritten offering on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.078 hereof. Such underwriting agreement shall also contain such representations and warranties by the Company and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI the Company shall give the Holders of such Registrable Securities and the underwritersUnderwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books banks and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the Company's financial statements of MSCI as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e2.7(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement agreement, and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling HoldersHolders and the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Selling Holders to the extent applicable. Such Subject to the following sentence, such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, includingwhen relevant. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, without limitation, indemnification warranties or agreements regarding such Selling Holder’s title to Registrable Securities and contribution provisions substantially any written information provided by the Selling Holder to the effect Company expressly for inclusion in the related registration statement, and the liability of any Selling Holder under the underwriting agreement shall be several and not joint and in no event shall the liability of any Selling Holder under the underwriting agreement be greater in amount than the dollar amount of the proceeds received by such Selling Holder under the sale of the Registrable Securities pursuant to the extent provided in Section 3.07such underwriting agreement (net of underwriting discounts and commissions). (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3II, MSCI the Company shall give the Holders of make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each Selling Holder, by any lead underwriter or underwriters participating in any disposition to be effected pursuant to such Registrable Securities and the underwriters, if anyregistration statement, and their respective counsel by any attorney, accountant or other agent retained by any Selling Holder or any lead underwriter, all pertinent financial and accountantsother records, such pertinent corporate documents and properties of the Company, and use its reasonable best efforts to cause all of the Company’s officers, directors and customary access to its books and records and such opportunities to discuss the business of MSCI with its officers employees and the independent public accountants who have certified the Company’s financial statements to make themselves reasonably available to discuss the business of MSCI the Company and to supply all information reasonably requested by any such Selling Holders, lead underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessarynecessary to enable them to exercise their due diligence responsibility (subject to entry by each party referred to in this clause (b) into customary confidentiality agreements in a form reasonably acceptable to the Company). (c) In the case of an underwritten offering requested by the Registration Parties pursuant to Section 2.1 or Section 2.3 or an Underwritten Shelf Take-Down pursuant to Section 2.4, the price, underwriting discount and other financial terms for the Registrable Securities of the related underwriting agreement shall be determined by the Registration Party exercising its Demand. In the case of any underwritten offering of securities by the Company pursuant to Section 2.2, such price, discount and other terms shall be determined by the Company, subject to the right of Selling Holders to withdraw their Registrable Securities from the registration pursuant to Section 2.6(a). (d) Subject to Section 2.8(a), no Person may participate in an underwritten offering (including an Underwritten Shelf Take-Down) unless such Person (i) agrees to sell such Person’s securities on the opinion basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all customary questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreement and other documents reasonably required under the terms of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeunderwriting arrangements.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI Next Level shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI Next Level and such other terms and provisions as are customarily contained in underwriting agreements of Next Level to the extent relevant and as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.6, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.4(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Next Level to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.6. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Agreement, MSCI Next Level shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Next Level with its officers and the independent public accountants who have certified the financial statements of MSCI Next Level as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements of the Company to the extent relevant and as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.075(a), and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e3(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters Trust shall be parties a party to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holdersthe Trust. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders the Trust and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.075(b). (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Agreement, MSCI the Company shall give the Holders of such Registrable Securities Trustee and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the financial statements of MSCI the Company as shall be necessary, in the opinion of such Holders the Trustee and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article V, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.075.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e5.7(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement agreement, and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling HoldersHolders and the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Selling Holders to the extent applicable. Such Subject to the following sentence, such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, includingwhen relevant. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, without limitation, indemnification warranties or agreements regarding such Selling Holder’s title to Registrable Securities and contribution provisions substantially any written information provided by the Selling Holder to the effect and to Company expressly for inclusion in the extent provided in Section 3.07related registration statement. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3V, MSCI the Company shall give the Holders of make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each Selling Holder, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such Registrable Securities and the underwriters, if anyregistration statement, and their respective counsel by any attorney, accountant or other agent retained by any Selling Holder or any managing underwriter, all pertinent financial and accountantsother records, such reasonable pertinent corporate documents and customary access to its books properties of the Company, and records cause all of the Company’s officers, directors and such opportunities to discuss the business of MSCI with its officers employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of MSCI the Company and to supply all information reasonably requested by any such Selling Holders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessarynecessary to enable them to exercise their due diligence responsibility (subject to entry by each party referred to in this clause (b) into customary confidentiality agreements in a form reasonably acceptable to the Company). (c) In the case of an underwritten offering requested by the Registration Parties pursuant to Section 5.1 or Section 5.3 or an Underwritten Shelf Take-Down pursuant to Section 5.4, the price, underwriting discount and other financial terms for the Registrable Securities of the related underwriting agreement shall be determined by the Selling Holders holding a majority of the Registrable Securities to be included in such offering. In the opinion case of any underwritten offering of securities by the Company pursuant to Section 5.2, such price, discount and other terms shall be determined by the Company, subject to the right of Selling Holders to withdraw their Registrable Securities from the registration pursuant to Section 5.6(a). (d) Subject to Section 5.8(a), no Person may participate in an underwritten offering (including an Underwritten Shelf Take-Down) unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreement and other documents reasonably required under the terms of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeunderwriting arrangements.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article 2, MSCI the Issuer shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Issuer and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.6, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.4(d). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.6. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 32, MSCI the Issuer shall give the Selling Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Issuer with its officers and the independent public accountants accounts who have certified the financial statements of MSCI the Issuer as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders provided that (i) each Holder and the underwriters and their respective counsel and accountants shall have entered into a confidentiality agreement reasonably acceptable to the Issuer and (ii) each Holder and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to minimize the disruption to the Issuer's business and coordinate any such investigation of the books books, records and records properties of MSCI the Issuer and any such discussions with MSCI’s the Issuer's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article 2, MSCI the Issuer shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Issuer and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.7, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.5(d). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.7. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 32, MSCI the Issuer shall give the Selling Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Issuer with its officers and the independent public accountants accounts who have certified the financial statements of MSCI the Issuer as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders provided that (i) each Holder and the underwriters and their respective counsel and accountants shall have entered into a confidentiality agreement reasonably acceptable to the Issuer and (ii) each Holder and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to minimize the disruption to the Issuer's business and coordinate any such investigation of the books books, records and records properties of MSCI the Issuer and any such discussions with MSCI’s the Issuer's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article III, MSCI Hertz shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI Hertz and such other terms and provisions as are customarily contained in underwriting agreements of Hertz to the extent relevant and as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.7, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e3.4(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Hertz to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.7. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3III, MSCI Hertz shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Hertz with its officers and the independent public accountants who have certified the financial statements of MSCI Hertz as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article III, MSCI Xxxxxxx shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI Xxxxxxx and such other terms and provisions as are customarily contained in underwriting agreements of Xxxxxxx to the extent relevant and as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.7, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e3.4(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Xxxxxxx to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.7. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3III, MSCI Xxxxxxx shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Xxxxxxx with its officers and the independent public accountants who have certified the financial statements of MSCI Xxxxxxx as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Company shall enter into an underwriting agreement agreement, with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 8 hereof and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. The Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, the Company may require the Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwritten offering on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.078 hereof. Such underwriting agreement shall also contain such representations and warranties by the Company and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI the Company shall give the Holders of such Registrable Securities and the underwritersUnderwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the Company’s financial statements of MSCI as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering Underwritten Offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this ARTICLE IV, MSCI DSW shall enter into an underwriting agreement in a form reasonably satisfactory to DSW with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI DSW and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.074.9, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e4.6(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties a party to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI DSW to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.074.9. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3ARTICLE IV, MSCI DSW shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI DSW with its officers and the independent public accountants who have certified the financial statements of MSCI DSW as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; providedPROVIDED, that, that such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI DSW and any such discussions with MSCI’s DSW's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e2.7(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement agreement, and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling HoldersHolders and the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Selling Holders to the extent applicable. Such Subject to the following sentence, such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, includingwhen relevant. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, without limitationwarranties or agreements, indemnification and contribution provisions substantially the liability of any Selling Holder under the underwriting agreement shall be several and not joint and in no event shall the liability of any Selling Holder under the underwriting agreement be greater in amount than the dollar amount of the proceeds received by such Selling Holder under the sale of the Registrable Securities pursuant to the effect such underwriting agreement (net of underwriting discounts and to the extent provided in Section 3.07commissions). (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3II, MSCI the Company shall give the Holders of make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each Selling Holder, by any lead underwriter or underwriters participating in any disposition to be effected pursuant to such Registrable Securities and the underwriters, if anyregistration statement, and their respective counsel by any attorney, accountant or other agent retained by any Selling Holder or any lead underwriter, all pertinent financial and accountantsother records, such pertinent corporate documents and properties of the Company, and use its reasonable best efforts to cause all of the Company’s officers, directors and customary access to its books and records and such opportunities to discuss the business of MSCI with its officers employees and the independent public accountants who have certified the Company’s financial statements to make themselves reasonably available to discuss the business of MSCI the Company and to supply all information reasonably requested by any such Selling Holders, lead underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessarynecessary to enable them to exercise their due diligence responsibility (subject to entry by each party referred to in this clause (b) into customary confidentiality agreements in a form reasonably acceptable to the Company). (c) In the case of an underwritten offering requested by the Registration Parties pursuant to Section 2.1 or Section 2.3 or an Underwritten Shelf Take-Down pursuant to Section 2.4, the price, underwriting discount and other financial terms for the Registrable Securities of the related underwriting agreement shall be determined by the Registration Party exercising its Demand or Shelf Registration Party requesting such Underwritten Shelf Take-Down. In the case of any underwritten offering of securities by the Company pursuant to Section 2.2, such price, discount and other terms shall be determined by the Company, subject to the right of Selling Holders to withdraw their Registrable Securities from the registration pursuant to Section 2.6(a). (d) Subject to Section 2.8(a), no Person may participate in an underwritten offering (including an Underwritten Shelf Take-Down) unless such Person (i) agrees to sell such Person’s securities on the opinion basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all customary questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreement and other documents reasonably required under the terms of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeunderwriting arrangements.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article III, MSCI Instinet shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI Instinet and such other terms and provisions as are customarily contained in underwriting agreements of Instinet to the extent relevant and as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.8, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e3.5(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Instinet to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.8. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3III, MSCI Instinet shall give the Selling Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Instinet with its officers and the independent public accountants who have certified the financial statements of MSCI Instinet as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Company shall enter into an underwriting agreement agreement, with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 8 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holdersagreement. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. The Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, the Company may require the Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwritten offering on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.078 hereof. Such underwriting agreement shall also contain such representations and warranties by the Company and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI the Company shall give the Holders of such Registrable Securities and the underwritersUnderwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books banks and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the Company's financial statements of MSCI as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering Underwritten Offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationthis Article 2, MSCI the Issuer shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Issuer and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, includingand confirm the same if and when requested in accordance with customary practice. If an underwriting agreement is entered into, without limitation, the same shall contain indemnification provisions and contribution provisions substantially procedures no less favorable to the effect and to the extent provided in Section 3.07, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and the underwriters than those set forth in Section 2.8 of this Agreement (or such other terms provisions and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially procedures acceptable to the effect managing underwriters and to the extent provided Holders of a majority of Registrable Securities participating in Section 3.07such Underwritten Offering). (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act Shelf Registration Statement pursuant to this Article 32, MSCI the Issuer shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Issuer with its officers and the independent public accountants accounts who have certified the financial statements of MSCI the Issuer as shall be necessary, in the reasonable opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, provided that (i) each Holder and the underwriters and their respective counsel and accountants shall have entered into a confidentiality agreement reasonably acceptable to the Issuer and (ii) the Holders of such Holders Registrable Securities and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to minimize the disruption to the Issuer's business and coordinate any such investigation of the books books, records and records properties of MSCI the Issuer and any such discussions with MSCI’s the Issuer's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time. (c) The Issuer shall be subject to the lock-up provisions contained in Section 3.2 of the Stockholders Agreement.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration registration requested under Section 2 or Piggyback RegistrationSection 3, MSCI the Corporation shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties and covenants by MSCI the Corporation and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.078, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e6(a)(x). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties byagreement, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement which shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistributions on the part of selling shareholders, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.078. All of the representations and warranties by, and the other agreements on the part of, the Corporation to and for the benefit of the underwriters included in each such underwriting agreement shall also be made to and for the benefit of such Selling Holders and any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Selling Holders. No Selling Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Corporation or the underwriters other than representations, warranties or agreements regarding such Selling Holder, such Selling Holder’s Registrable Securities, such Selling Holder’s intended method of distribution and any other representations required by law or reasonably required by the underwriters. (b) In connection with the preparation and filing of each registration statement Registration Statement registering Registrable Securities under the Securities Act pursuant to this Article Section 2 and Section 3, MSCI but not during any suspension period pursuant to Section 2(d) and Section 6(c), the Corporation shall give the Selling Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, accountants such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Corporation with its officers and the independent public accountants who have certified the financial statements of MSCI the Corporation as shall be necessary, in the opinion of such Selling Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities ActAct and to establish a due diligence defense thereunder; provided, that, that such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books books, records and records properties of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeCorporation.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering Underwritten Offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this ARTICLE II, MSCI Covisint shall enter into an underwriting agreement in a form reasonably satisfactory to Covisint with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI Covisint and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e2.6(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties a party to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Covisint to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.9. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3ARTICLE II, MSCI Covisint shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Covisint with its officers and the independent public accountants who have certified the financial statements of MSCI Covisint as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, provided that such Holders and the underwriters and their respective counsel and accountants shall use their commercially reasonable best efforts to coordinate any such investigation of the books and records of MSCI Covisint and any such discussions with MSCICovisint’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering Underwritten Offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this ARTICLE V, MSCI ADESA shall enter into an underwriting agreement in a form reasonably satisfactory to ADESA with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI ADESA and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.075.9, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e5.6(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties a party to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI ADESA to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.075.9. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3ARTICLE V, MSCI ADESA shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI ADESA with its officers and the independent public accountants who have certified the financial statements of MSCI ADESA as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; providedPROVIDED, that, that such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI ADESA and any such discussions with MSCI’s ADESA's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article III, MSCI Retek shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI Retek and such other terms and provisions as are customarily contained in underwriting agreements of Retek to the extent relevant and as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 3.6 and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e3.4(e) and Section 3.4(f). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Retek to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.6. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3III, MSCI Retek shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Retek with its officers and the independent public accountants who have certified the financial statements of MSCI Retek as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI WellPoint Delaware shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI WellPoint Delaware and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 8 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI WellPoint Delaware to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, WellPoint Delaware may require the Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.078 hereof. Such underwriting agreement shall also contain such representations and warranties by WellPoint Delaware and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI WellPoint Delaware shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI WellPoint Delaware with its officers and the independent public accountants who have certified the WellPoint Delaware's financial statements of MSCI as shall be necessary, in the opinion of such Holders Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article III, MSCI Nabisco shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI Nabisco and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.08, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e3.05(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Nabisco to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.08. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3III, MSCI Nabisco shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Nabisco with its officers and the independent public accountants who have certified the financial statements of MSCI Nabisco as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI Blockbuster shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI Blockbuster and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.07, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.04(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Blockbuster to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.07. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3II, MSCI Blockbuster shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Blockbuster with its officers and the independent public accountants who have certified the financial statements of MSCI Blockbuster as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article V, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.075.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e5.7(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement agreement, and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling HoldersHolders and the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Selling Holders to the extent applicable. Such Subject to the following sentence, such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, includingwhen relevant. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, without limitation, indemnification warranties or agreements regarding such Selling Holder’s title to Registrable Securities and contribution provisions substantially any written information provided by the Selling Holder to the effect and to Company expressly for inclusion in the extent provided in Section 3.07related registration statement. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3V, MSCI the Company shall give the Holders of make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each Selling Holder, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such Registrable Securities and the underwriters, if anyregistration statement, and their respective counsel by any attorney, accountant or other agent retained by any Selling Holder or any managing underwriter, all pertinent financial and accountantsother records, such reasonable pertinent corporate documents and customary access to its books properties of the Company, and records cause all of the Company’s officers, directors and such opportunities to discuss the business of MSCI with its officers employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of MSCI the Company and to supply all information reasonably requested by any such Selling Holders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessarynecessary to enable them to exercise their due diligence responsibility (subject to entry by each party referred to in this clause (b) into customary confidentiality agreements in a form reasonably acceptable to the Company); (c) In the case of an underwritten offering requested by the Registration Parties pursuant to Section 5.2 or Section 5.4, the price, underwriting discount and other financial terms for the Registrable Securities of the related underwriting agreement shall be determined by the Selling Holders. In the case of any underwritten offering of securities by the Company pursuant to Section 5.3, such price, discount and other terms shall be determined by the Company, subject to the right of Selling Holders to withdraw their Registrable Securities from the registration pursuant to 5.3(b). (d) Subject to Section 5.8(a), no Person may participate in an underwritten offering unless such Person (i) agrees to sell such Person’s securities on the opinion basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreement and other documents reasonably required under the terms of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeunderwriting arrangements.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Company shall enter into an underwriting agreement agreement, with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 8 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holdersagreement. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. The Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, the Company may require the Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwritten offering on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.078 hereof. Such underwriting agreement shall also contain such representations and warranties by the Company and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI the Company shall give the Holders of such Registrable Securities and the underwritersUnderwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books banks and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the financial statements of MSCI as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.public

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 8 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. The Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, the Company may require the Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwritten offering on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.078 hereof. Such underwriting agreement shall also contain such representations and warranties by the Company and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the Company's financial statements of MSCI as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, subject to the execution by such Holders and the such underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeappropriate confidentiality agreements.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article 2, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties and covenants by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.5, and agreements as to the provision of opinions of counsel and accountants’ letters to such underwriters to the effect and to the extent provided in Section 3.04(e2.3(g). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holdersagreement. Such underwriting agreement shall also contain such representations and warranties and covenants by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistributions on the part of selling shareholders, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.5. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities 1933 Act pursuant to this Article 32, MSCI upon entering into a confidentiality agreement with the Company that is reasonably satisfactory to the Company, the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective underwriters’ counsel, and counsel and accountantsfor the Holders as selected pursuant to Section 2.1(e) or by the Selling Holders holding a majority of the Registrable Securities included in the relevant registration statement, as applicable, such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Company with its officers and the independent public accountants who have certified the financial statements of MSCI the Company as shall be necessary, in the opinion of such Holders and underwriters, such underwriters underwriters’ counsel or their respective counselsuch counsel for the Holders, to conduct a reasonable investigation within the meaning of the Securities 1933 Act; provided, thatprovided that such underwriters, such Holders and the underwriters and their respective underwriters’ counsel and accountants such counsel for the Holders shall use their reasonable best efforts to coordinate any such investigation of the books books, records and records properties of MSCI the Company and any such discussions with MSCIthe Company’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by In the underwriters for any event of an underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article 3, MSCI shall the Parent shall, if requested by the underwriters for such offering, enter into an underwriting agreement with such underwriters for (an "Underwriting Agreement"). Any such offering, which agreement will Underwriting Agreement shall contain such representations representations, warranties and warranties covenants by MSCI the Parent and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, and shall include indemnification and contribution provisions substantially to the effect and to the extent provided of those set forth in Section 3.073.8, and agreements as to the provision of opinions of counsel and accountants’ ' letters substantially to the effect and to the extent provided of those set forth in Section 3.04(e18 3.6(a)(vi). The Selling Holders on whose behalf the such Registrable Securities are to be distributed by such the underwriters shall be parties to any such underwriting agreement and the representations and warranties byUnderwriting Agreement, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement which shall also contain such representations representations, and warranties by such the Selling Holders and such other terms and provisions as are customarily contained provided by selling shareholders in underwriting agreements with respect to secondary distributions, including, without limitation, . The Underwriting Agreement shall also include indemnification and contribution provisions substantially to the effect and extent of those set forth in Section 3.8. With respect to any Underwriting Agreement: (i) all of the representations and warranties by the Parent to and for the benefit of the underwriters shall also be made to the extent provided in Section 3.07. Selling Holders, (bii) In connection with all of the preparation conditions precedent to the obligations of the underwriters thereunder shall be conditions precedent to the obligations of the Selling Holders and filing (iii) no Selling Holder shall be required to make any representations or warranties to, or agreements with, the Parent or the underwriters, other than customary representations, warranties or agreements regarding such Selling Holder, its Registrable Securities, its intended method of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3, MSCI shall give the Holders distribution of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI with its officers and the independent public accountants who have certified the financial statements of MSCI as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeSecurities.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering Underwritten Offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this ARTICLE III, MSCI the Company shall enter into an underwriting agreement in a form reasonably satisfactory to the Company with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e3.6(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties a party to any such underwriting agreement (or a party to a customary power of attorney, custody agreement and irrevocable election to sell) and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.9. If reasonably requested by the Company or the Underwriters’ Representative, (i) the Selling Holders will execute such custody agreements, stock powers, instruments of transfer and powers of attorney in connection with such Underwritten Offering as are customary for offerings of such kind and (ii) the Selling Holders will arrange for any necessary opinions of counsel with respect to the securities being sold by such Selling Holders and the reasonable and documented expenses of such counsel shall be deemed to be Registration Expenses payable by the Company. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3ARTICLE III, MSCI the Company shall give the Selling Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the financial statements of MSCI the Company as shall be necessary, in the opinion of such Holders and such underwriters or reasonably necessary to enable them to exercise their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Actdue diligence responsibility; provided, that, that such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI the Company and any such discussions with MSCIthe Company’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI Company shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 7 hereof and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, Company may require the Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.077 hereof. Such underwriting agreement shall also contain such representations and warranties by Company and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant Act, Company shall give, subject to this Article 3all parties executing confidentiality agreements with Company on terms reasonably acceptable to Company, MSCI shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Company with its officers and the independent public accountants who have certified the Company’s financial statements of MSCI as shall be necessary, in the opinion of such Holders Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 8 hereof and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e)5(f) hereof and customary lock-up agreements. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holdersagreement. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions (provided, for the sake of clarity, that such representations and warranties shall not include any representations and warranties other than those regarding such Selling Holder, such Selling Holder’s ownership of Registrable Securities to be sold in the offering and such Selling Holder’s intended method of distribution). The Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, the Company may require the Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwritten offering on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders (provided, for the sake of clarity, that such representations and warranties shall not include any representations and warranties other than those regarding such Selling Holder, such Selling Holder’s ownership of Registrable Securities to be sold in the offering and such Selling Holder’s intended method of distribution) and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.078 hereof and customary lock-up agreements. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI the Company shall give the Holders of such Registrable Securities and the underwritersUnderwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the Company’s financial statements of MSCI as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI the Issuer shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Issuer and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.8, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.6(d). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.8. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3II, MSCI the Issuer shall give the Permitted Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountantsaccountants (the identity and number of whom shall be reasonably acceptable to the Issuer), such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Issuer with its officers and the independent public accountants who have certified the financial statements of MSCI the Issuer as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such provided that (i) each Holder and the underwriters and their respective counsel and accountants shall have entered into a confidentiality agreement reasonably acceptable to the Issuer and (ii) the Permitted Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to minimize the disruption to the Issuer's business and coordinate any such investigation of the books books, records and records properties of MSCI the Issuer and any such discussions with MSCI’s the Issuer's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration registration requested under Section 2.01 or Piggyback RegistrationSection 2.02, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties and covenants by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsagreements, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.07Article 4, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.04(j). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistributions on the part of selling shareholders, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.07Article 4. (b) In connection with the preparation and filing of each registration statement Registration Statement registering Registrable Securities under the Securities Act pursuant to this Article 3Section 2.01 or Section 2.02 or pursuant to Section 2.08, MSCI upon reasonable notice the Company shall give the Holders of such Registrable Securities and Selling Holders, the underwriters, if any, and any Hedging Counterparty, and their respective counsel and accountants, such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Company with its officers and the independent public accountants who have certified the financial statements of MSCI the Company as shall be necessary, in the opinion of such Holders and Selling Holders, such underwriters and any Hedging Counterparty, or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; providedprovided that such Selling Holders, that, such Holders and the underwriters and any Hedging Counterparty, and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books books, records and records properties of MSCI the Company and any such discussions with MSCI’s the Company's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article 2, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties and covenants by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistributions by selling securityholders, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.08, and agreements as to the provision of opinions of counsel and accountants’ ' letters to such underwriters and Selling Holders the effect and to the extent provided in Section 3.04(e2.06(f). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties and covenants and indemnification by such Selling Holders and underwriters and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistributions on the part of selling shareholders, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.08. Notwithstanding anything to the contrary herein, such underwriting agreement shall not require the Selling Holders to have any liability with respect to the representations made by, the operations of or the disclosures made by the Company. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities 1933 Act pursuant to under this Article 32, MSCI upon entering into a confidentiality agreement with the Company that is reasonably satisfactory to the Company, the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective underwriters' counsel, and counsel and accountantsfor the Holders as selected pursuant to Section 2.02(e) or by the Selling Holders holding a majority of the Registrable Securities included in the relevant registration statement, as applicable, such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Company with its officers and the independent public accountants who have certified the financial statements of MSCI the Company as shall be necessary, in the reasonable opinion of such Holders and underwriters, such underwriters underwriters' counsel or their respective counselsuch counsel for the Holders, to conduct a reasonable investigation within the meaning of the Securities 1933 Act; provided, thatprovided that such underwriters, such Holders and the underwriters and their respective underwriters' counsel and accountants such counsel for the Holders shall use their reasonable best efforts to coordinate any such investigation of the books books, records and records properties of MSCI the Company and any such discussions with MSCI’s the Company's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Section 2, MSCI the Corporation shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties and covenants by MSCI the Corporation and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.07, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e2.05(a)(vii). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties byagreement, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement which shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistributions on the part of selling shareholders, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.07. All of the representations and warranties by, and the other agreements on the part of, the Corporation to and for the benefit of the underwriters included in each such underwriting agreement shall also be made to and for the benefit of such Selling Holders and any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Selling Holders. No Selling Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Corporation or the underwriters other than representations, warranties or agreements regarding such Selling Holder, such Selling Holder’s Registrable Securities, such Selling Holder’s intended method of distribution and any other representations required by law or reasonably required by the underwriters. (b) In connection with the preparation and filing of each registration statement Registration Statement registering Registrable Securities under the Securities Act pursuant to this Article 3Section 2, MSCI but not during any suspension period pursuant to Section 2.01(d) and Section 2.05(c), the Corporation shall give the Selling Holders of such Registrable Securities and the underwritersunderwriters (provided that the Selling Holders and the underwriter enter into confidentiality agreements in a form that is reasonably satisfactory to the Corporation), if any, and their respective counsel and accountants, accountants such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Corporation with its officers and the independent public accountants who have certified the financial statements of MSCI the Corporation as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, that such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books books, records and records properties of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeCorporation.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article VIII, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.078.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e8.7(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement agreement, and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling HoldersHolders and the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Selling Holders to the extent applicable. Such Subject to the following sentence, such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, includingwhen relevant. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, without limitation, indemnification warranties or agreements regarding such Selling Holder’s title to Registrable Securities and contribution provisions substantially any written information provided by the Selling Holder to the effect and to Company expressly for inclusion in the extent provided in Section 3.07related registration statement. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3VIII, MSCI the Company shall give the Holders of make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each Selling Holder, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such Registrable Securities and the underwriters, if anyregistration statement, and their respective counsel by any attorney, accountant or other agent retained by any Selling Holder or any managing underwriter, all pertinent financial and accountantsother records, such reasonable pertinent corporate documents and customary access to its books properties of the Company, and records cause all of the Company’s officers, directors and such opportunities to discuss the business of MSCI with its officers employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of MSCI the Company and to supply all information reasonably requested by any such Selling Holders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessarynecessary to enable them to exercise their due diligence responsibility (subject to entry by each party referred to in this clause (b) into customary confidentiality agreements in a form reasonably acceptable to the Company). (c) In the case of an underwritten offering requested by the Registration Parties pursuant to Section 8.2 or Section 8.4, the price, underwriting discount and other financial terms for the Registrable Securities of the related underwriting agreement shall be determined by the Selling Holders. In the case of any underwritten offering of securities by the Company pursuant to Section 8.3, such price, discount and other terms shall be determined by the Company, subject to the right of Selling Holders to withdraw their Registrable Securities from the registration pursuant to 8.3(b). (d) Subject to Section 8.8(a), no Person may participate in an underwritten offering unless such Person (i) agrees to sell such Person’s securities on the opinion basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreement and other documents reasonably required under the terms of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeunderwriting arrangements.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e2.7(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement agreement, and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling HoldersHolders and the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Selling Holders to the extent applicable. Such Subject to the following sentence, such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, includingwhen relevant. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, without limitation, indemnification warranties or agreements regarding such Selling Holder’s title to Registrable Securities and contribution provisions substantially any written information provided by the Selling Holder to the effect Company expressly for inclusion in the related registration statement, and the liability of any Selling Holder under the underwriting agreement shall be several and not joint and in no event shall the liability of any Selling Holder under the underwriting agreement be greater in amount than the dollar amount of the proceeds received by such Selling Holder under the sale of the Registrable Securities pursuant to the extent provided in Section 3.07such underwriting agreement (net of underwriting discounts and commissions). (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3II, MSCI the Company shall give the Holders of make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each Selling Holder, by any lead underwriter or underwriters participating in any disposition to be effected pursuant to such Registrable Securities and the underwriters, if anyregistration statement, and their respective counsel by any attorney, accountant or other agent retained by any Selling Holder or any lead underwriter, all pertinent financial and accountantsother records, such pertinent corporate documents and properties of the Company, and use its reasonable best efforts to cause all of the Company’s officers, directors and customary access to its books and records and such opportunities to discuss the business of MSCI with its officers employees and the independent public accountants who have certified the Company’s financial statements to make themselves reasonably available to discuss the business of MSCI the Company and to supply all information reasonably requested by any such Selling Holders, lead underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessarynecessary to enable them to exercise their due diligence responsibility (subject to entry by each party referred to in this clause (b) into customary confidentiality agreements in a form reasonably acceptable to the Company). (c) In the case of an underwritten offering requested by the Principal Stockholders pursuant to Section 2.1 or Section 2.3 or an Underwritten Shelf Take-Down pursuant to Section 2.4, the price, underwriting discount and other financial terms for the Registrable Securities of the related underwriting agreement shall be determined by the Principal Stockholder exercising its Demand or requesting such Underwritten Shelf Take-Down. In the case of any underwritten offering of securities by the Company pursuant to Section 2.2, such price, discount and other terms shall be determined by the Company, subject to the right of Selling Holders to withdraw their Registrable Securities from the registration pursuant to Section 2.6(a). (d) Subject to Section 2.8(a), no Person may participate in an underwritten offering (including an Underwritten Shelf Take-Down) unless such Person (i) agrees to sell such Person’s securities on the opinion basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all customary questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreement and other documents reasonably required under the terms of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeunderwriting arrangements.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI Parent shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI Parent and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistribution, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 7 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Parent to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, Parent may require the Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, including without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.077 hereof. Such underwriting agreement shall also contain such representations and warranties by Parent and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI Parent shall give the Holders of such Registrable Securities Representative and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Parent with its officers and the independent public accountants who have certified the Parent's financial statements of MSCI as shall be necessary, in the opinion of such Holders the Representative and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article V, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.075.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e5.7(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement agreement, and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling HoldersHolders and the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Selling Holders to the extent applicable. Such Subject to the following sentence, such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, includingwhen relevant. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, without limitationwarranties or agreements regarding such Selling Holder’s title to Registrable Securities, indemnification power and contribution provisions substantially authority to effect the transfer, any written information provided by the Selling Holder to the effect Company expressly for inclusion in the related registration statement and such other matters pertaining to the extent provided in Section 3.07compliance with securities laws as may be reasonably requested. (ba) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3V, MSCI the Company shall give the Holders of make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each Selling Holder, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such Registrable Securities and the underwriters, if anyregistration statement, and their respective counsel by any attorney, accountant or other agent retained by any Selling Holder or any managing underwriter, all pertinent financial and accountantsother records, such reasonable pertinent corporate documents and customary access to its books properties of the Company, and records cause all of the Company’s officers, directors and such opportunities to discuss the business of MSCI with its officers employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of MSCI the Company and to supply all information reasonably requested by any such Selling Holders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessarynecessary to enable them to exercise their due diligence responsibility (subject to entry by each party referred to in this clause (b) into customary confidentiality agreements in a form reasonably acceptable to the Company). (b) In the case of an underwritten offering requested by the Registration Parties pursuant to Section 5.2 or Section 5.4, the price, underwriting discount and other financial terms for the Registrable Securities of the related underwriting agreement shall be determined by the Selling Holders. In the case of any underwritten offering of securities by the Company pursuant to Section 5.3, such price, discount and other terms shall be determined by the Company, subject to the right of Selling Holders to withdraw their Registrable Securities from the registration pursuant to 5.3(b). (c) Subject to Section 5.8(a), no Person may participate in an underwritten offering unless such Person (i) agrees to sell such Person’s securities on the opinion basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreement and other documents reasonably required under the terms of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeunderwriting arrangements.

Underwriting; Due Diligence. (a1) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration under this Agreement, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 6 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)4(5) hereof. The Selling Holders Purchasers on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling HoldersPurchasers. Such underwriting agreement shall also contain such representations and warranties by the Selling Purchasers on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. Selling Purchasers may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (2) In the event that any registration pursuant to Section 2 shall involve, in whole or in part, an underwritten offering, the Company may require the Registrable Securities to be registered pursuant to Section 2 to be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders Purchasers on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Purchasers and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.076 hereof. Such underwriting agreement shall also contain such representations and warranties by the Company and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (b3) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant Act, the Company shall give, subject to this Article 3all parties executing confidentiality agreements with the Company on terms reasonably acceptable to the Company, MSCI shall give the Holders Purchasers of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the Company's financial statements of MSCI as shall be necessary, in the opinion of such Holders Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided. (4) the Company may require each Selling Holder of Registrable Securities as to which any Registration is being effected to furnish the Company with a properly completed and executed selling shareholder questionnaire in customary form and substance as may be reasonably requested by the Company and such information regarding the proposed disposition of such securities as the Company may from time to time reasonably request in writing. In addition, with respect to any underwritten offering, each Selling Holder of Registrable Securities shall furnish such customary and reasonable documents as the lead underwriter may request, including custodial agreements and powers of attorney. (5) Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, such Holders and upon receipt of written notice from the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation Company of the books occurrence of any event of the kind described in subsection 4(6) which written notice specifically references such subsection and records this subsection 5(5), such Holder will as promptly as possible discontinue disposition of MSCI the Registrable Securities pursuant to the Registration Statement until such Holder's receipt of copies of the supplemented or amended Prospectus as contemplated by subsection 4(6) or until it is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus, and, if so directed by the Company, such discussions with MSCI’s officers and accountants so that Holder will deliver to the Company all copies, other than permanent file copies, then in such investigations occur Holder's possession of the Prospectus covering such Registrable Securities current at the same time and all of receipt of such discussions occur at the same timenotice.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 7 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)5(a)(v) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, the Company may require the Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.077 hereof. Such underwriting agreement shall also contain such representations and warranties by the Company and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the Company's financial statements of MSCI as shall be necessary, in the opinion of such Holders Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI eFunds shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI eFunds and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.08 (or such other indemnification and contribution provisions as may be customary that are requested by such underwriter or underwriters), and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.05(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI eFunds to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.08. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3II, MSCI eFunds shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI eFunds with its officers officers, employees, agents, representatives, customers, suppliers and others having business relationships with eFunds and the independent public accountants who have certified the financial statements of MSCI eFunds as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements of the Company to the extent relevant and as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.076, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e4(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters Computer Associates shall be parties a party to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling HoldersComputer Associates. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders Computer Associates and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.076. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Agreement, MSCI the Company shall give the Holders of such Registrable Securities Computer Associates and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the financial statements of MSCI the Company as shall be necessary, in the opinion of such Holders Computer Associates and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering Underwritten Offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this ARTICLE II, MSCI ViSalus shall enter into an underwriting agreement in a form reasonably satisfactory to ViSalus with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI ViSalus and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.09, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e2.06(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties a party to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI ViSalus to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.09. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3ARTICLE II, MSCI ViSalus shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI ViSalus with its officers and the independent public accountants who have certified the financial statements of MSCI ViSalus as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, that such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI ViSalus and any such discussions with MSCI’s ViSalus’ officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI NetVoice shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI NetVoice and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 7 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI NetVoice to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (b) In the event that any registration pursuant to this Agreement shall involve, in whole or in part, an underwritten offering, NetVoice may require the Registrable Securities requested to be registered pursuant to the terms hereof to be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.077 hereof. Such underwriting agreement shall also contain such representations and warranties by NetVoice and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant Act, NetVoice shall give, subject to this Article 3all parties executing confidentiality agreements with NetVoice on terms reasonably acceptable to NetVoice, MSCI shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI NetVoice with its officers and the independent public accountants who have certified the NetVoice's financial statements of MSCI as shall be necessary, in the opinion of such Holders Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article 2, MSCI the Issuer shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Issuer and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.08, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.06(d). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.08. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities 1933 Act pursuant to this Article 32, MSCI the Issuer shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountantsaccountants (the identity and number of whom shall be reasonably acceptable to the Issuer), such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Issuer with its officers and the independent public accountants who have certified the financial statements of MSCI the Issuer as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities 1933 Act; provided, that, such provided that the foregoing shall not require the Issuer to provide access to (or copies of) any competitively sensitive information relating to the Issuer or its subsidiaries or their respective businesses; provided further that the Holders and the underwriters and their respective counsel and accountants shall use their commercially reasonable best efforts to minimize the disruption to the Issuer=s business and coordinate any such investigation of the books books, records and records properties of MSCI the Issuer and any such discussions with MSCI’s the Issuer's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration, MSCI the Issuer shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Issuer and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.08, subject to such modifications as may reasonably be requested by the lead or managing underwriter for any such underwritten offering, and agreements as to the provision of opinions of counsel and accountants’ , letters to the effect and to the extent provided in Section 3.04(e2.06(d). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.08, subject to such modifications as may reasonably be requested by the lead or managing underwriter for any such underwritten offering. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities 1933 Act pursuant to this Article 3II, MSCI the Issuer shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountantsaccountants (the identity and number of whom shall be reasonably acceptable to the Issuer), such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Issuer with its officers and the independent public accountants who have certified the financial statements of MSCI the Issuer as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities 1933 Act; provided, that, such provided that the foregoing shall not require the Issuer to provide access to (or copies of) any competitively sensitive information relating to the Issuer or its Subsidiaries or their respective businesses; and provided further that (i) each Holder and the underwriters and their respective counsel and accountants shall have entered into a confidentiality agreement reasonably acceptable to the Issuer and (ii) the Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to minimize the disruption to the Issuer's business and coordinate any such investigation of the books books, records and records properties of MSCI the Issuer and any such discussions with MSCI’s the Issuer's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article IV, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.074.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e4.7(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties byagreement, and subject to the other agreements on the part offollowing sentence, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, includingwhen relevant. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, without limitation, indemnification warranties or agreements regarding such Selling Holder’s title to Registrable Securities and contribution provisions substantially any written information provided by the Selling Holder to the effect and to Company expressly for inclusion in the related registration statement. To the extent provided that any Shareholder does not enter into such an underwritten agreement, then such Shareholder shall not be permitted to participate in Section 3.07such underwritten offering. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3IV, MSCI the Company shall give the Holders of make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each Selling Holder, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such Registrable Securities and the underwriters, if anyregistration statement, and their respective counsel by any attorney, accountant or other agent retained by any Selling Holder or any managing underwriter, all pertinent financial and accountantsother records, such reasonable pertinent corporate documents and customary access to its books properties of the Company, and records cause all of the Company’s officers, directors and such opportunities to discuss the business of MSCI with its officers employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of MSCI the Company and to supply all information reasonably requested by any such Selling Holders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessarynecessary to enable them to exercise their due diligence responsibility (subject to entry by each party referred to in this clause (b) into customary confidentiality agreements in a form reasonably acceptable to the Company). (c) In the case of an underwritten offering requested pursuant to Section 4.1 or Section 4.3 or an Underwritten Shelf Take-Down pursuant to Section 4.4, the price, underwriting discount and other financial terms for the Registrable Securities of the related underwriting agreement shall be determined by the Selling Holders holding a majority of the Registrable Securities to be included in such offering. In the opinion case of any underwritten offering of securities by the Company pursuant to Section 4.2, such price, discount and other terms shall be determined by the Company, subject to the right of Selling Holders to withdraw their Registrable Securities from the registration pursuant to Section 4.6(a). (d) Subject to Section 4.8(a), no Person may participate in an underwritten offering (including an Underwritten Shelf Take-Down) unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreement and other documents reasonably required under the terms of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeunderwriting arrangements.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI the Issuer shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Issuer and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.08, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.06(d). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.08. (ba) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities 1933 Act pursuant to this Article 3II, MSCI the Issuer shall give the Permitted Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountantsaccountants (the identity and number of whom shall be reasonably acceptable to the Issuer), such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Issuer with its officers and the independent public accountants who have certified the financial statements of MSCI the Issuer as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities 1933 Act; provided, that, such provided that the foregoing shall not require the Issuer to provide access to (or copies of) any competitively sensitive information relating to the Issuer or its Subsidiaries or their respective businesses; provided further that (i) each Holder and the underwriters and their respective counsel and accountants shall have entered into a confidentiality agreement reasonably acceptable to the Issuer and (ii) the Permitted Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to minimize the disruption to the Issuer's business and coordinate any such investigation of the books books, records and records properties of MSCI the Issuer and any such discussions with MSCI’s the Issuer's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.. ARTICLE

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistribution, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 8 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such the Selling Holders and such other terms and provisions on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification . Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and contribution provisions substantially to conditions as the effect and to the extent provided in Section 3.07Registrable Securities that are included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, the Company may require the Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters (c) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the Company's financial statements of MSCI as shall be necessary, in the opinion of such Holders Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a1) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI Uniview shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI Uniview and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 7 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Uniview to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (2) In the event that any registration pursuant to Section 2 shall involve, in whole or in part, an underwritten offering, Uniview may require the Registrable Securities requested to be registered pursuant to Section 2 to be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.077 hereof. Such underwriting agreement shall also contain such representations and warranties by Uniview and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (b3) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant Act, Uniview shall give, subject to this Article 3all parties executing confidentiality agreements with Uniview on terms reasonably acceptable to Uniview, MSCI shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Uniview with its officers and the independent public accountants who have certified the Uniview's financial statements of MSCI as shall be necessary, in the opinion of such Holders Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided. (4) Uniview may require each Selling Holder of Registrable Securities as to which any Registration is being effected to furnish Uniview with a properly completed and executed selling shareholder questionnaire in customary form and substance as may be reasonably requested by Uniview and such information regarding the proposed disposition of such securities as Uniview may from time to time reasonably request in writing. In addition, with respect to any underwritten offering, each Selling Holder of Registrable Securities shall furnish such customary and reasonable documents as the lead underwriter may request, including custodial agreements and powers of attorney. (5) Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation upon receipt of written notice from Uniview of the books occurrence of any event of the kind described in subsection 5(f) which written notice specifically references such subsection and records this subsection 6(e), such Holder will as promptly as possible discontinue disposition of MSCI the Registrable Securities pursuant to the Registration Statement until such Holder's receipt of copies of the supplemented or amended Prospectus as contemplated by subsection 5(f) or until it is advised in writing by Uniview that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (which in each case shall be provided as promptly as practicable but in any event within 60 days in the event of a registration pursuant to Section 3(a)), and, if so directed by Uniview, such discussions with MSCI’s officers and accountants so that Holder will deliver to Uniview all copies, other than permanent file copies, then in such investigations occur Holder's possession of the Prospectus covering such Registrable Securities current at the same time and all of receipt of such discussions occur at the same timenotice.

Underwriting; Due Diligence. (a1) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI uniView shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI uniView and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 7 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI uniView to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (2) In the event that any registration pursuant to Section 2 shall involve, in whole or in part, an underwritten offering, uniView may require the Registrable Securities requested to be registered pursuant to Section 2 to be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.077 hereof. Such underwriting agreement shall also contain such representations and warranties by uniView and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (b3) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant Act, uniView shall give, subject to this Article 3all parties executing confidentiality agreements with uniView on terms reasonably acceptable to uniView, MSCI shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI uniView with its officers and the independent public accountants who have certified the uniView's financial statements of MSCI as shall be necessary, in the opinion of such Holders Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided. (4) uniView may require each Selling Holder of Registrable Securities as to which any Registration is being effected to furnish uniView with a properly completed and executed selling shareholder questionnaire in customary form and substance as may be reasonably requested by uniView and such information regarding the proposed disposition of such securities as uniView may from time to time reasonably request in writing. In addition, with respect to any underwritten offering, each Selling Holder of Registrable Securities shall furnish such customary and reasonable documents as the lead underwriter may request, including custodial agreements and powers of attorney. (5) Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation upon receipt of written notice from uniView of the books occurrence of any event of the kind described in subsection 5(f) which written notice specifically references such subsection and records this subsection 6(e), such Holder will as promptly as possible discontinue disposition of MSCI the Registrable Securities pursuant to the Registration Statement until such Holder's receipt of copies of the supplemented or amended Prospectus as contemplated by subsection 5(f) or until it is advised in writing by uniView that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (which in each case shall be provided as promptly as practicable but in any event within 60 days in the event of a registration pursuant to Section 3(a)), and, if so directed by uniView, such discussions with MSCI’s officers and accountants so that Holder will deliver to uniView all copies, other than permanent file copies, then in such investigations occur Holder's possession of the Prospectus covering such Registrable Securities current at the same time and all of receipt of such discussions occur at the same timenotice.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 8 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)5(a)(v) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, the Company may require the Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.078 hereof. Such underwriting agreement shall also contain such representations and warranties by the Company and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the Company's financial statements of MSCI as shall be necessary, in the opinion of such Holders Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article III, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements of the Company to the extent relevant and as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.7, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e3.4(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.7. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3III, MSCI the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the financial statements of MSCI the Company as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI Instinet shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI Instinet and such other terms and provisions as are customarily contained in underwriting agreements of Instinet to the extent relevant and as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.10, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.7(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Instinet to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.10. No Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with Instinet or the underwriters other than customary representations, warranties or agreements regarding such Holder's title to Registrable Securities and any written information provided by the Holder to Instinet expressly for inclusion in the related registration statement, provided that this sentence shall not apply in the case of a Holder's participation in a registration initiated for Instinet's account. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3II, MSCI Instinet shall give the Holders of make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each Holders' Representative representing Selling Holders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such Registrable Securities and the underwriters, if anyregistration statement, and their respective counsel by any attorney, accountant or other agent retained by any Selling Holder or any managing underwriter, all pertinent financial and accountantsother records, such reasonable pertinent corporate documents and customary access to its books properties of Instinet, and records cause all of Instinet's officers, directors and such opportunities to discuss the business of MSCI with its officers employees and the independent public accountants who have certified the Instinet's financial statements to make themselves available to discuss the business of MSCI Instinet and to supply all information reasonably requested by any such Selling Holders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessarynecessary to enable them to exercise their due diligence responsibility (subject to entry by each party referred to in this clause (b) into customary confidentiality agreements in a form reasonably acceptable to Instinet); (c) In the case of an underwritten offering requested by Holders pursuant to Section 2.1 or Section 2.3, the price, underwriting discount and other financial terms for the Registrable Securities of the related underwriting agreement shall be determined by the Holders holding a majority of such Registrable Securities included in the opinion underwritten offering. In the case of any underwritten offering of securities by Instinet pursuant to Section 2.2, such price, discount and other terms shall be determined by Instinet, subject to the right of Holders to withdraw their Registrable Securities from the registration pursuant to 2.2(b)(ii). (d) Subject to Section 2.9(a), no Person may participate in an underwritten offering unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreement and other documents reasonably required under the terms of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeunderwriting arrangements.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI XXX shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI XXX and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.7, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.4(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI XXX to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.7 . (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3II, MSCI XXX shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI XXX with its officers and the independent public accountants who have certified the financial statements of MSCI XXX as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, that such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI XXX and any such discussions with MSCI’s ELI's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article 2, MSCI AT&T shall enter into an a customary underwriting agreement with such underwriters for such offering, which agreement will to contain such representations and warranties by MSCI AT&T and such other terms, including such indemnity terms and provisions customarily provided by AT&T, as are customarily contained in underwriting agreements entered into by AT&T with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.07, and agreements as to the provision underwritten offerings of opinions AT&T securities of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e)this type. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any also enter into such underwriting agreement and the representations and warranties byagreement, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.06. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities 1933 Act pursuant to this Article 32 and during the effectiveness thereof, MSCI AT&T shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountantsaccountants (the identity and number of whom shall be reasonably acceptable to AT&T), such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI AT&T with its officers and the independent public accountants who have certified the financial statements of MSCI AT&T as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities 1933 Act; provided, that, such provided that the foregoing shall not require AT&T to provide access to (or copies of) any competitively sensitive information relating to AT&T or its subsidiaries or their respective businesses; provided further that (i) each Holder and the underwriters shall have entered into a confidentiality agreement reasonably acceptable to AT&T and the Holders and (i) the Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to minimize the disruption to AT&T's business and coordinate any such investigation of the books books, records and records properties of MSCI AT&T and any such discussions with MSCI’s AT&T's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI Peachtree shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI Peachtree and such other terms and provisions as are customarily contained in underwriting agreements of Peachtree to the extent relevant and as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.7, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.4(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Peachtree to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.7. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3II, MSCI Peachtree shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Peachtree with its officers and the independent public accountants who have certified the financial statements of MSCI Peachtree as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.7, and agreements as to the provision of opinions of counsel and accountants’ accoun- tants' letters to the effect and to the extent provided in Section 3.04(e2.4(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.07. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books 360341.1 and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the Company's financial statements of MSCI statement as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article 2, MSCI the Issuer shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Issuer and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.08, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.06(d). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.08. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities 1933 Act pursuant to this Article 32, MSCI the Issuer shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountantsaccountants (the identity and number of whom shall be reasonably acceptable to the Issuer), such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Issuer with its officers and the independent public accountants who have certified the financial statements of MSCI the Issuer as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities 1933 Act; provided, that, such provided that the foregoing shall not require the Issuer to provide access to (or copies of) any competitively sensitive information relating to the Issuer or its subsidiaries or their respective businesses; provided further that the Holders and the underwriters and their respective counsel and accountants shall use their commercially reasonable best efforts to minimize the disruption to the Issuer's business and coordinate any such investigation of the books books, records and records properties of MSCI the Issuer and any such discussions with MSCI’s the Issuer's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by In the underwriters for any event of an underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article 3, MSCI shall the Parent shall, if requested by the underwriters for such offering, enter into an underwriting agreement with such underwriters for (an "Underwriting Agreement"). Any such offering, which agreement will Underwriting Agreement shall contain such representations representations, warranties and warranties covenants by MSCI the Parent and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, and shall include indemnification and contribution provisions substantially to the effect and to the extent provided of those set forth in Section 3.073.8, and agreements as to the provision of opinions of counsel and accountants’ ' letters substantially to the effect and to the extent provided of those set forth in Section 3.04(e3.6(a)(vi). The Selling Holders on whose behalf the such Registrable Securities are to be distributed by such the underwriters shall be parties to any such underwriting agreement and the representations and warranties byUnderwriting Agreement, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement which shall also contain such representations representations, and warranties by such the Selling Holders and such other terms and provisions as are customarily contained provided by selling shareholders in underwriting agreements with respect to secondary distributions, including, without limitation, . The Underwriting Agreement shall also include indemnification and contribution provisions substantially to the effect and extent of those set forth in Section 3.8. With respect to any Underwriting Agreement: (i) all of the representations and warranties by the Parent to and for the benefit of the underwriters shall also be made to the extent provided in Section 3.07Selling Holders, (ii) all of the conditions precedent to the obligations of the underwriters thereunder shall be conditions precedent to the obligations of the Selling Holders and (iii) no Selling Holder shall be required to make any representations or warranties to, or agreements with, the Parent or the underwriters, other than customary representations, warranties or agreements regarding such Selling Holder, its Registrable Securities, its intended method of distribution of such Registrable Securities. (b) In connection with the preparation and filing of each registration statement registering Registration Statement that is used to register Registrable Securities under the Securities Act pursuant to a registration requested under this Article 3, MSCI the Parent shall (except during any suspension period pursuant to Section 3.6(c)) give the Holders of such Registrable Securities and Selling Holders, the underwriters, underwriters (if any, ) and their respective counsel and accountants, accountants such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the Parent's business of MSCI and affairs with its officers and the independent public accountants who have certified the Parent's financial statements of MSCI as shall be necessaryincluded with such Registration Statement, in to the opinion of such Holders and such underwriters or their respective counsel, extent necessary to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, that such Selling Holders and the underwriters shall (and shall cause their respective counsel and accountants shall to) use their reasonable best efforts to coordinate any such investigation their respective investigations of the books books, records and records properties of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeParent.

Underwriting; Due Diligence. (a1) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e2.7(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement agreement, and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling HoldersHolders and the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Selling Holders to the extent applicable. Such Subject to the following sentence, such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, includingwhen relevant. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, without limitation, indemnification warranties or agreements regarding such Selling Holder’s title to Registrable Securities and contribution provisions substantially any written information provided by the Selling Holder to the effect Company expressly for inclusion in the related registration statement, and the liability of any Selling Holder under the underwriting agreement shall be several and not joint and in no event shall the liability of any Selling Holder under the underwriting agreement be greater in amount than the dollar amount of the proceeds received by such Selling Holder under the sale of the Registrable Securities pursuant to the extent provided in Section 3.07such underwriting agreement (net of underwriting discounts and commissions). (b2) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3II, MSCI the Company shall give the Holders of make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each Selling Holder, by any lead underwriter or underwriters participating in any disposition to be effected pursuant to such Registrable Securities and the underwriters, if anyregistration statement, and their respective counsel by any attorney, accountant or other agent retained by any Selling Holder or any lead underwriter, all pertinent financial and accountantsother records, such pertinent corporate documents and properties of the Company, and use its reasonable best efforts to cause all of the Company’s officers, directors and customary access to its books and records and such opportunities to discuss the business of MSCI with its officers employees and the independent public accountants who have certified the Company’s financial statements to make themselves reasonably available to discuss the business of MSCI the Company and to supply all information reasonably requested by any such Selling Holders, lead underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessarynecessary to enable them to exercise their due diligence responsibility (subject to entry by each party referred to in this clause (b) into customary confidentiality agreements in a form reasonably acceptable to the Company). (3) In the case of an underwritten offering requested by the Registration Parties pursuant to Section 2.1 or Section 2.3 or an Underwritten Shelf Take-Down pursuant to Section 2.4, the price, underwriting discount and other financial terms for the Registrable Securities of the related underwriting agreement shall be determined by the Registration Party exercising its Demand or requesting such Underwritten Shelf Take-Down. In the case of any underwritten offering of securities by the Company pursuant to Section 2.2, such price, discount and other terms shall be determined by the Company, subject to the right of Selling Holders to withdraw their Registrable Securities from the registration pursuant to Section 2.6(a). (4) Subject to Section 2.8(a), no Person may participate in an underwritten offering (including an Underwritten Shelf Take-Down) unless such Person (i) agrees to sell such Person’s securities on the opinion basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all customary questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreement and other documents reasonably required under the terms of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeunderwriting arrangements.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 8 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations representations, warranties, and other agreements by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, the Company may require that the Registrable Securities requested to be registered pursuant to Section 3 be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations, warranties and other agreements by such the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.078 hereof. Such underwriting agreement shall also contain such representations and warranties by the Company and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the Company's financial statements of MSCI as shall be necessary, in the opinion of such Holders Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters --------------------------- for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article III, MSCI Abercrombie & Fitch shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI Abercrombie & Fitch and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.7, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e3.4(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Abercrombie & Fitch to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.7. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3III, MSCI Abercrombie & Fitch shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Abercrombie & Fitch with its officers and the independent public accountants who have certified the financial statements of MSCI Abercrombie & Fitch as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, that such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI Abercrombie & Fitch and any such discussions with MSCI’s Abercrombie & Fitch's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering Underwritten Offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article V, MSCI Coach shall enter into an underwriting agreement in a form reasonably satisfactory to Coach with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI Coach and such other terms and provisions as are customarily contained in underwriting under writing agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.075.8, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e5.6(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties a party to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Coach to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.075.8. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3V, MSCI Coach shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Coach with its officers and the independent public accountants who have certified the financial statements of MSCI Coach as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, that such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI Coach and any such discussions with MSCI’s Coach's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the --------------------------- underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article III, MSCI MIPS shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI MIPS and such other terms and provisions as are customarily contained in underwriting agreements of MIPS to the extent relevant and as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.7, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e3.4(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI MIPS to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.7. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3III, MSCI MIPS shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI MIPS with its officers and the independent public accountants who have certified the financial statements of MSCI MIPS as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistribution, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 8 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e). 5(e) hereof The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, the Company may require the Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements agreement with respect to secondary distributions, including, including without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.078 hereof Such underwriting agreement shall also contain such representations and warranties by the Company and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the Company's financial statements of MSCI as shall be necessary, in the opinion of such Holders Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article VIII, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.078.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e8.7(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement agreement, and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling HoldersHolders and the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Selling Holders to the extent applicable. Such Subject to the following sentence, such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, includingwhen relevant. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, without limitation, indemnification warranties or agreements regarding such Selling Holder’s title to Registrable Securities and contribution provisions substantially any written information provided by the Selling Holder to the effect and to Company expressly for inclusion in the extent provided in Section 3.07related registration statement. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3VIII, MSCI the Company shall give the Holders of make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each Selling Holder, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such Registrable Securities and the underwriters, if anyregistration statement, and their respective counsel by any attorney, accountant or other agent retained by any Selling Holder or any managing underwriter, all pertinent financial and accountantsother records, such reasonable pertinent corporate documents and customary access to its books properties of the Company, and records cause all of the Company’s officers, directors and such opportunities to discuss the business of MSCI with its officers employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of MSCI the Company and to supply all information reasonably requested by any such Selling Holders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessarynecessary to enable them to exercise their due diligence responsibility (subject to entry by each party referred to in this clause (b) into customary confidentiality agreements in a form reasonably acceptable to the Company). (c) In the case of an underwritten offering requested by the Registration Parties pursuant to Section 8.2 or Section 8.4, the price, underwriting discount and other financial terms for the Registrable Securities of the related underwriting agreement shall be determined by the Selling Holders. In the case of any underwritten offering of securities by the Company pursuant to Section 8.3, such price, discount and other terms shall be determined by the Company, subject to the right of Selling Holders to withdraw their Registrable Securities from the registration pursuant to Section 8.3(b). (d) Subject to Section 8.8(a), no Person may participate in an underwritten offering unless such Person (i) agrees to sell such Person’s securities on the opinion basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreement and other documents reasonably required under the terms of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeunderwriting arrangements.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Company shall enter into an underwriting agreement agreement, with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 8 hereof and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holdersagreement. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. The Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, the Company may require the Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwritten offering on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.078 hereof. Such underwriting agreement shall also contain such representations and warranties by the Company and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI the Company shall give the Holders of such Registrable Securities and the underwritersUnderwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books banks and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent registered public accountants who have accounting firm which has certified the Company’s financial statements of MSCI as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering Underwritten Offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article III, MSCI the Company shall enter into an underwriting agreement in a form reasonably satisfactory to the Company with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.09, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e3.06(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties a party to any such underwriting agreement (or, at their option, a party to a customary power of attorney, custody agreement and irrevocable election to sell) and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.09. If reasonably requested by the Company or the Underwriters’ Representative, (i) the Selling Holders will execute such custody agreements, stock powers, instruments of transfer and powers of attorney in connection with such Underwritten Offering as are customary for offerings of such kind and (ii) the Selling Holders will arrange for any necessary opinions of counsel with respect to the securities being sold by such Selling Holders and the reasonable and documented expenses of such counsel shall be deemed to be Registration Expenses payable by the Company. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3III, MSCI the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the financial statements of MSCI the Company as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, that such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI the Company and any such discussions with MSCIthe Company’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI Next Level shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI Next Level and such other terms and provisions as are customarily contained in underwriting agreements of Next Level to the extent relevant and as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.070, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)0. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Next Level to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.070. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Agreement, MSCI Next Level shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Next Level with its officers and the independent public accountants who have certified the financial statements of MSCI Next Level as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistribution, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 7 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. (b) In the event that any registration pursuant to Section 2 shall involve, in whole or in part, an underwritten offering, Company may require the Registrable Securities requested to be registered pursuant to Section 2 to be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, including without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.076 hereof. Such underwriting agreement shall also contain such representations and warranties by Company and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the Company's financial statements of MSCI as shall be necessary, in the opinion of such the Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a1) If requested by the underwriters for any underwritten offering Underwritten Offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this ARTICLE III, MSCI the Company 20 shall enter into an underwriting agreement in a form reasonably satisfactory to the Company with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e3.6(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties a party to any such underwriting agreement (or a party to a customary power of attorney, custody agreement and irrevocable election to sell) and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.9. If reasonably requested by the Company or the Underwriters’ Representative, (i) the Selling Holders will execute such custody agreements, stock powers, instruments of transfer and powers of attorney in connection with such Underwritten Offering as are customary for offerings of such kind and (ii) the Selling Holders will arrange for any necessary opinions of counsel with respect to the securities being sold by such Selling Holders and the reasonable and documented expenses of such counsel shall be deemed to be Registration Expenses payable by the Company. (b2) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3ARTICLE III, MSCI the Company shall give the Selling Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the financial statements of MSCI the Company as shall be necessary, in the opinion of such Holders and such underwriters or reasonably necessary to enable them to exercise their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Actdue diligence responsibility; provided, that, that such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI the Company and any such discussions with MSCIthe Company’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain that contains such representations and warranties by MSCI the Company, and such other terms and provisions provisions, as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 8 and agreements as to the provision of provide opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e5(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holdersagreement. Such underwriting agreement shall also contain such representations and warranties by such the Selling Holders as are customarily contained in underwriting agreements with respect to secondary distributions. The Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Offered Registrable Securities included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, the Company may require the Offered Registrable Securities included in such registration to be included in such underwritten offering on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders shall enter into an underwriting agreement with such underwriters that contains such representations and warranties by the Selling Holders, and such other terms and provisions provisions, as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.078. Such underwriting agreement shall also contain such representations and warranties by the Company and such other person or entity for whose account securities are being sold as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records records, and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the Company's financial statements of MSCI statements, as shall be necessary, in the opinion of such Holders Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering Underwritten Offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this ARTICLE III, MSCI VMware shall enter into an underwriting agreement in a form reasonably satisfactory to VMware with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI VMware and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e3.6(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties a party to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI VMware to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.9. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3ARTICLE III, MSCI VMware shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI VMware with its officers and the independent public accountants who have certified the financial statements of MSCI VMware as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, thathowever, that such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI VMware and any such discussions with MSCIVMware’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article III, MSCI JLK shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI JLK and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.7, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e3.4(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI JLK to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.073.7. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3III, MSCI JLK shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI JLK with its officers and the independent public accountants who have certified the financial statements of MSCI JLK as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, that such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI JLK and any such discussions with MSCI’s JLK's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI the Issuer shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Issuer and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.8, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.6(d). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.8. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3II, MSCI the Issuer shall give the Permitted Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountantsaccountants (the identity and number of whom shall be reasonably acceptable to the Issuer), such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Issuer with its officers and the independent public accountants who have certified the financial statements of MSCI the Issuer as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such provided that the foregoing shall not require the Issuer to provide access to (or copies of) any competitively sensitive information relating to the Issuer or its Subsidiaries or their respective businesses; provided further that (i) each Holder and the underwriters and their respective counsel and accountants shall have entered into a confidentiality agreement reasonably acceptable to the Issuer and (ii) the Permitted Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to minimize the disruption to the Issuer's business and coordinate any such investigation of the books books, records and records properties of MSCI the Issuer and any such discussions with MSCI’s the Issuer's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Corporation shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Corporation and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.079, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e7(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement agreement, and the representations and warranties by, and the other agreements on the part of, MSCI the Corporation to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling HoldersHolders and the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Selling Holders to the extent applicable. Such Subject to the following sentence, such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, includingwhen relevant. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Corporation or the underwriters other than customary representations, without limitationwarranties or agreements regarding such Selling Holder’s authority, indemnification title to Registrable Securities, enforceability of the operative documents against such Holder and contribution provisions substantially any written information provided by the Selling Holder to the effect and to Corporation expressly for inclusion in the extent provided in Section 3.07related registration statement. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Agreement, MSCI the Corporation shall give the Holders of make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each Selling Holder, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such Registrable Securities and the underwriters, if anyregistration statement, and their respective counsel by any attorney, accountant or other agent retained by any Selling Holder or any managing underwriter, all pertinent financial and accountantsother records, such reasonable pertinent corporate documents and customary access to its books properties of the Corporation, and records cause all of the Corporation’s officers, directors and such opportunities to discuss the business of MSCI with its officers employees and the independent public accountants who have certified the Corporation’s financial statements to make themselves available to discuss the business of MSCI the Corporation and to supply all information reasonably requested by any such Selling Holders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessarynecessary to enable them to exercise their due diligence responsibility (subject to entry by each party referred to in this clause (b) into customary confidentiality agreements in a form reasonably acceptable to the Corporation); (c) In the case of an underwritten offering requested by a Holder pursuant to Section 2 or Section 4, the price, underwriting discount and other financial terms for the Registrable Securities of the related underwriting agreement shall be determined by the applicable Holder. In the case of any underwritten offering of securities by the Corporation pursuant to Section 3, such price, discount and other terms shall be determined by the Corporation, subject to the right of Selling Holders to withdraw their Registrable Securities from the registration pursuant to Section 6(a). (d) Subject to Section 8(a), no Person may participate in an underwritten offering unless such Person (i) agrees to sell such Person’s securities on the opinion basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreement and other documents reasonably required under the terms of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeunderwriting arrangements.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article III, MSCI Retek shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI Retek and such other terms and provisions as are customarily contained in underwriting agreements of Retek to the extent relevant and as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 3.6 and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e3.4(e) and Section 3.4(f). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Retek to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.07.when relevant, (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3III, MSCI Retek shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Retek with its officers and the independent public accountants who have certified the financial statements of MSCI Retek as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI inSilicon shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI inSilicon and such other terms and provisions as are customarily contained in underwriting agreements of inSilicon to the extent relevant and as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.7, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.4(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI inSilicon to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.7. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3II, MSCI inSilicon shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI inSilicon with its officers and the independent public accountants who have certified the financial statements of MSCI inSilicon as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Section 2, MSCI the Corporation shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties and covenants by MSCI the Corporation and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.07, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e2.05(a)(vii). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties byagreement, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement which shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistributions on the part of selling shareholders, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.07. All of the representations and warranties by, and the other agreements on the part of, the Corporation to and for the benefit of the underwriters included in each such underwriting agreement shall also be made to and for the benefit of such Selling Holders and any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Selling Holders. No Selling Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Corporation or the underwriters other than representations, warranties or agreements regarding such Selling Holder, such Selling Holder’s Registrable Securities, such Selling Holder’s intended method of distribution and any other representations required by law or reasonably required by the underwriters. (b) In connection with the preparation and filing of each registration statement Registration Statement registering Registrable Securities under the Securities Act pursuant to this Article 3Section 2, MSCI but not during any suspension period pursuant to Section 2.01(d) and Section 2.05(c), the Corporation shall give the Selling Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, accountants such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Corporation with its officers and the independent public accountants who have certified the financial statements of MSCI the Corporation as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, that such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books books, records and records properties of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeCorporation.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article VII, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.077.9, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e7.7(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement agreement, and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling HoldersHolders and the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Selling Holders to the extent applicable. Such Subject to the following sentence, such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, includingwhen relevant. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, without limitation, indemnification warranties or agreements regarding such Selling Holder's title to Registrable Securities and contribution provisions substantially any written information provided by the Selling Holder to the effect and to Company expressly for inclusion in the extent provided in Section 3.07related registration statement. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3VII, MSCI the Company shall give the Holders of make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each Selling Holder, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such Registrable Securities and the underwriters, if anyregistration statement, and their respective counsel by any attorney, accountant or other agent retained by any Selling Holder or any managing underwriter, all pertinent financial and accountantsother records, such reasonable pertinent corporate documents and customary access to its books properties of the Company, and records cause all of the Company's officers, directors and such opportunities to discuss the business of MSCI with its officers employees and the independent public accountants who have certified the Company's financial statements to make themselves available to discuss the business of MSCI the Company and to supply all information reasonably requested by any such Selling Holders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessarynecessary to enable them to exercise their due diligence responsibility (subject to entry by each party referred to in this clause (b) into customary confidentiality agreements in a form reasonably acceptable to the Company); (c) In the case of an underwritten offering requested by GEI or a GEI Transferee pursuant to Section 7.2 or Section 7.4, the price, underwriting discount and other financial terms for the Registrable Securities of the related underwriting agreement shall be determined by GEI or such GEI Transferee. In the case of any underwritten offering of securities by the Company pursuant to Section 7.3, such price, discount and other terms shall be determined by the Company, subject to the right of Selling Holders to withdraw their Registrable Securities from the registration pursuant to 7.3(b)(ii). (d) Subject to Section 7.8(a), no Person may participate in an underwritten offering unless such Person (i) agrees to sell such Person's securities on the opinion basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreement and other documents reasonably required under the terms of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same timeunderwriting arrangements.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI Company shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 7 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, Company may require the Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.077 hereof. Such underwriting agreement shall also contain such representations and warranties by Company and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant Act, Company shall give, subject to this Article 3all parties executing confidentiality agreements with Company on terms reasonably acceptable to Company, MSCI shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Company with its officers and the independent public accountants who have certified the Company's financial statements of MSCI as shall be necessary, in the opinion of such Holders Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 8 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holdersagreement. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, the Company may require the Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.078 hereof. Such underwriting agreement shall also contain such representations and warranties by the Company and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the Company's financial statements of MSCI as shall be necessary, in the opinion of such Holders Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) In the event that any registration pursuant to Section 2 shall involve, in whole or in part, an underwritten offering, the Company may require the Registrable Securities requested to be registered pursuant to Section 2 to be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for any such underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration, MSCI shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.07, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such enter into an underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of with such underwriters, shall also be made such agreement to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling the Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary such distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.076 hereof. Such underwriting agreement shall also contain such representations and warranties by the Company and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to such distributions. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI the Company shall give the Selling Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the Company's financial statements of MSCI as shall be necessary, in the opinion of such Selling Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI the Issuer shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Issuer and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.08, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.06(d). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.08. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities 1933 Act pursuant to this Article 3II, MSCI the Issuer shall give the Permitted Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountantsaccountants (the identity and number of whom shall be reasonably acceptable to the Issuer), such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Issuer with its officers and the independent public accountants who have certified the financial statements of MSCI the Issuer as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities 1933 Act; provided, that, such provided that the foregoing shall not require the Issuer to provide access to (or copies of) any competitively sensitive information relating to the Issuer or its Subsidiaries or their respective businesses; provided further that (i) each Holder and the underwriters and their respective counsel and accountants shall have entered into a confidentiality agreement reasonably acceptable to the Issuer and (ii) the Permitted Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to minimize the disruption to the Issuer's business and coordinate any such investigation of the books books, records and records properties of MSCI the Issuer and any such discussions with MSCI’s the Issuer's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain that contains such representations and warranties by MSCI the Company, and such other terms and provisions provisions, as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 8 and agreements as to the provision of provide opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e5(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holdersagreement. Such underwriting agreement shall also contain such representations and warranties by such the Selling Holders as are customarily contained in underwriting agreements with respect to secondary distributions. The Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Offered Registrable Securities included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, the Company may require the Offered Registrable Securities included in such registration to be included in such underwritten offering on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders shall enter into an underwriting agreement with such underwriters that contains such representations and warranties by the Selling Holders, and such other terms and provisions provisions, as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.078. Such underwriting agreement shall also contain such representations and warranties by the Company and such other person or entity for whose account securities are being sold as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records records, and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the Company’s financial statements of MSCI statements, as shall be necessary, in the opinion of such Holders Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article 2, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties and covenants by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.06, and agreements as to the provision of opinions of counsel and accountants’ letters to such underwriters and Selling Holders to the effect and to the extent provided in Section 3.04(e2.04(g). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties and covenants by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistributions on the part of selling shareholders, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.06. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities 1933 Act pursuant to this Article 32, MSCI upon entering into a confidentiality agreement with the Company that is reasonably satisfactory to the Company, the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective underwriters’ counsel, and counsel and accountantsfor the Holders as selected pursuant to Section 2.01(f) or by the Selling Holders holding a majority of the Registrable Securities included in the relevant registration statement, as applicable, such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Company with its officers and the independent public accountants who have certified the financial statements of MSCI the Company as shall be necessary, in the opinion of such Holders and underwriters, such underwriters underwriters’ counsel or their respective counselsuch counsel for the Holders, to conduct a reasonable investigation within the meaning of the Securities 1933 Act; provided, thatprovided that such underwriters, such Holders and the underwriters and their respective underwriters’ counsel and accountants such counsel for the Holders shall use their reasonable best efforts to coordinate any such investigation of the books books, records and records properties of MSCI the Company and any such discussions with MSCIthe Company’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Exhibit 13 Article 2, MSCI the Issuer shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Issuer and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.8, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.6(d). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.8. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 32, MSCI the Issuer shall give the Permitted Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountantsaccountants (the identity and number of whom shall be reasonably acceptable to the Issuer), such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Issuer with its officers and the independent public accountants accounts who have certified the financial statements of MSCI the Issuer as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such provided that the foregoing shall not require the Issuer to provide access to (or copies of) any competitively sensitive information relating to the Issuer or its subsidiaries or their respective business; provided further that (i) each Holder and the underwriters and their respective counsel and accountants shall have entered into a confidentiality agreement reasonably acceptable to the Issuer and (ii) the Permitted Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to minimize the disruption to the Issuer's business and coordinate any such investigation of the books books, records and records properties of MSCI the Issuer and any such discussions with MSCI’s the Issuer's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI WellPoint shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI WellPoint and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 7 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI WellPoint to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, WellPoint may require the Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.077 hereof. Such underwriting agreement shall also contain such representations and warranties by WellPoint and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI WellPoint shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI WellPoint with its officers and the independent public accountants who have certified the WellPoint's financial statements of MSCI as shall be necessary, in the opinion of such Holders Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributionsdistributions to the extent relevant, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e2.7(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement agreement, and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling HoldersHolders and the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Selling Holders to the extent applicable. Such Subject to the following sentence, such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, includingwhen relevant. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, without limitation, indemnification warranties or agreements regarding such Selling Holder’s title to Registrable Securities and contribution provisions substantially any written information provided by the Selling Holder to the effect Company expressly for inclusion in the related registration statement, and the liability of any Selling Holder under the underwriting agreement shall be several and not joint and in no event shall the liability of any Selling Holder under the underwriting agreement be greater in amount than the dollar amount of the proceeds received by such Selling Holder under the sale of the Registrable Securities pursuant to the extent provided in Section 3.07such underwriting agreement (net of underwriting discounts and commissions). (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3II, MSCI the Company shall give the Holders of make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each Selling Holder, by any lead underwriter or underwriters participating in any disposition to be effected pursuant to such Registrable Securities and the underwriters, if anyregistration statement, and their respective counsel by any attorney, accountant or other agent retained by any Selling Holder or any lead underwriter, all pertinent financial and accountantsother records, such pertinent corporate documents and properties of the Company, and use its reasonable best efforts to cause all of the Company’s officers, directors and customary access to its books and records and such opportunities to discuss the business of MSCI with its officers employees and the independent public accountants who have certified the Company’s financial statements to make themselves reasonably available to discuss the business of MSCI as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.the

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article 2, MSCI the Corporation shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties and covenants by MSCI the Corporation and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.06, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e)2.04(g) . The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Corporation to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistributions on the part of selling shareholders, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.06. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 32, MSCI the Corporation shall give the Selling Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Corporation with its officers and the independent public accountants who have certified the financial statements of MSCI the Corporation as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, provided that such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books books, records and records properties of MSCI the Corporation and any such discussions with MSCIthe Corporation’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the --------------------------- underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI Blockbuster shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI Blockbuster and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.07, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.04(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Blockbuster to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.07. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3II, MSCI Blockbuster shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Blockbuster with its officers and the independent public accountants who have certified the financial statements of MSCI Blockbuster as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI ELI shall enter into an underwriting agreement with such underwriters undexxxiters for such offering, which agreement will contain such representations and warranties by MSCI ELI and such other terms and provisions as are customarily contained contaixxx in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.7, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e2.4(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI ELI to and for the benefit of such underwriters, shall also be made mxxx to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.7. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3II, MSCI ELI shall give the Holders of such Registrable Securities and the thx underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI ELI with its officers and the independent public accountants who wxx have certified the financial statements of MSCI ELI as shall be necessary, in the opinion of such Holders and such underwriters sucx xnderwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, that such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI ELI and any such discussions with MSCI’s ELI's officers and accountants accountxxxs so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities Stock pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article 2, MSCI the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties and covenants by MSCI the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistributions by selling securityholders, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.08, and agreements as to the provision of opinions of counsel and accountants’ letters to such underwriters and Selling Holders the effect and to the extent provided in Section 3.04(e2.06(f). The Selling Holders on whose behalf the Registrable Securities Stock are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties and covenants and indemnification by such Selling Holders and underwriters and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistributions on the part of shareholders, including, without limitation, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.08. Notwithstanding anything to the contrary herein, such underwriting agreement shall not require the Selling Holders to have any liability with respect to the representations made by, the operations of or the disclosures made by the Company. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities Stock under the Securities Act pursuant to under this Article 32, MSCI upon entering into a confidentiality agreement with the Company that is in customary form for underwritten public offerings and reasonably satisfactory to the Company, the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective underwriters’ counsel, and counsel and accountantsfor the Holders as selected pursuant to Section 2.02(e) or by the Selling Holders holding a majority of the Registrable Stock included in the relevant registration statement, as applicable, such reasonable and customary access to its books books, records and records properties and such opportunities to discuss the business and affairs of MSCI the Company with its officers and the independent public accountants who have certified audited the financial statements of MSCI the Company as shall be necessary, in the reasonable opinion of such Holders and underwriters, such underwriters underwriters’ counsel or their respective counselsuch counsel for the Holders, to conduct a reasonable investigation within the meaning of the Securities Act; provided, thatprovided that such underwriters, such Holders and the underwriters and their respective underwriters’ counsel and accountants such counsel for the Holders shall use their reasonable best efforts to coordinate any such investigation of the books books, records and records properties of MSCI the Company and any such discussions with MSCIthe Company’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration registration requested under this Agreement (under either Section 2 or Piggyback RegistrationSection 3), MSCI shall the Company and any other person or entity for whose account securities are being sold in such offering will enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI the Company and such other person or entity for whose account securities are being sold in such offering and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 8 hereof and agreements as to the provision of opinions of counsel and accountants’ accountants letters to the effect and to the extent provided in Section 3.04(e)5(f) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement agreement, and the representations and warranties by, and the other agreements on the part of, MSCI the Company to and for the benefit of such underwriters, underwriters shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such the Selling Holders on whose behalf the Registrable Securities are to be distributed and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, including without limitation, indemnification and contribution provisions substantially to the effect and similar to the extent provided in Section 3.078 hereof. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3Act, MSCI shall the Company will give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI the Company with its officers and the independent public accountants who have certified the Company's financial statements of MSCI as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Article II, MSCI Blockbuster shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI Blockbuster and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.07, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 3.04(e2.04(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI Blockbuster to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.072.07. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3II, MSCI Blockbuster shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI Blockbuster with its officers and the independent public accountants who have certified the financial statements of MSCI Blockbuster as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this Agreement, MSCI WAXS shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by MSCI WAXS and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.07, 7 hereof and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e)5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI WAXS to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein. (b) In the event that any registration pursuant to Section 3 shall involve, in whole or in part, an underwritten offering, WAXS may require the Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration. If requested by the underwriters for such underwritten offering, the Selling Holders on whose behalf the Registrable Securities are to be distributed shall enter into an underwriting agreement with such underwriters, such agreement to contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification indemnities and contribution provisions substantially to the effect and to the extent provided in Section 3.077 hereof. Such underwriting agreement shall also contain such representations and warranties by WAXS and such other person or entity for whose account securities are being sold in such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (bc) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant Act, WAXS shall give, subject to this Article 3all parties executing confidentiality agreements with WAXS on terms reasonably acceptable to WAXS, MSCI shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI WAXS with its officers and the independent public accountants who have certified the WAXS's financial statements of MSCI as shall be necessary, in the opinion of such Holders Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI and any such discussions with MSCI’s officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering Underwritten Offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registrationregistration requested under this ARTICLE IV, MSCI CMC shall enter into an underwriting agreement in a form reasonably satisfactory to CMC with such underwriters for such offering, which agreement will contain such representations and warranties by MSCI CMC and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.07provisions, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 3.04(e4.6(f). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties a party to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MSCI CMC to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.07provisions. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 3ARTICLE IV, MSCI CMC shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of MSCI CMC with its officers and the independent public accountants who have certified the financial statements of MSCI CMC as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided, that, provided that such Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to coordinate any such investigation of the books and records of MSCI CMC and any such discussions with MSCI’s CMC's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time.