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 registration requested under this Article II, the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevant, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 2.7(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, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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. 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, when 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, warranties or agreements regarding such Selling Holder’s title to Registrable Securities and any written information provided by the Selling Holder to the 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 such underwriting agreement (net of underwriting discounts and commissions).

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article IIV, the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevant, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.95.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 2.7(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, and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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. 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, when 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, warranties or agreements regarding such Selling Holder’s title to Registrable Securities and any written information provided by the Selling Holder to the 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 such underwriting agreement (net of underwriting discounts and commissions).

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article IISection 2, the Company Corporation shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties and covenants by the Company Corporation and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevantdistributions, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.92.07, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 2.7(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 by, and the other agreements on the part of, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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. Subject to the following sentence, 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, when relevantincluding indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.07. 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 or related documents to make any representations or warranties to or agreements with the Company Corporation or the underwriters other than customary representations, warranties or agreements regarding such Selling Holder, such Selling Holder’s title to Registrable Securities Securities, such Selling Holder’s intended method of distribution and any written information provided other representations required by law or reasonably required by the Selling Holder to the 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 such underwriting agreement (net of underwriting discounts and commissions)underwriters.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article II, the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevant, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 2.7(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, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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. 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, when 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, warranties or agreements regarding such Selling Holder’s title to Registrable Securities and any written information provided by the Selling Holder to the Company expressly for inclusion in the related registration statementagreements, 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 such underwriting agreement (net of underwriting discounts and commissions).

Underwriting; Due Diligence. (a) If requested by In the underwriters for any event of an underwritten offering of Registrable Securities pursuant to a registration requested under this Article II3, the Company shall 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 the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevant, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 2.7(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, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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. Subject to the following sentence, such underwriting agreement shall also contain such representations and warranties by such Selling Holders Parent and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevantand shall include indemnification and contribution provisions substantially to the effect and extent of those set forth in Section 3.8, and agreements as to the provision of opinions of counsel and accountants' letters substantially to the effect and extent of those set forth in Section 18 3.6(a)(vi). No The Selling Holders on whose behalf such Registrable Securities are to be distributed by the underwriters shall be parties to any such Underwriting Agreement, which shall also contain such representations, and warranties by the Selling Holders as are customarily provided by selling shareholders in underwriting agreements with respect to secondary distributions. 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 Selling 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 in any such underwriting agreement or related documents to make any representations or warranties to to, or agreements with with, the Company Parent or the underwriters underwriters, other than customary representations, warranties or agreements regarding such Selling Holder’s title , its Registrable Securities, its intended method of distribution of such Registrable Securities. (b) In connection with the preparation and filing of each Registration Statement that is used to Registrable Securities and any written information provided by the Selling Holder to the 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 register Registrable Securities pursuant to a registration requested under this Article 3, the Parent shall (except during any suspension period pursuant to Section 3.6(c)) give the Selling Holders, the underwriters (if any) and their respective counsel and accountants such underwriting agreement reasonable and customary access to its books, records and properties and such opportunities to discuss the Parent's business and affairs with its officers and the independent public accountants who have certified the Parent's financial statements included with such Registration Statement, to the extent necessary to conduct a reasonable investigation within the meaning of the Securities Act; provided, that such Selling Holders and underwriters shall (net and shall cause their respective counsel and accountants to) use their reasonable best efforts to coordinate their respective investigations of underwriting discounts the books, records and commissions).properties of the Parent. Section 3.8

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article IIV, the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevant, including including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.95.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 2.7(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, and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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. 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, when 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, warranties or agreements regarding such Selling Holder’s title to Registrable Securities Securities, power and authority to effect the transfer, any written information provided by the Selling Holder to the Company expressly for inclusion in the related registration statement, statement and the liability of any Selling Holder under the underwriting agreement shall such other matters pertaining to compliance with securities laws as may 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 such underwriting agreement (net of underwriting discounts and commissions)reasonably requested.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering Underwritten Offering of Registrable Securities pursuant to a registration requested under this Article IIARTICLE III, 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 the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevantdistributions, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.93.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 2.7(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 agreementagreement (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, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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 applicableHolders. Subject to the following sentence, such 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 relevantincluding indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.9. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with If reasonably requested by the Company or the underwriters other than customary representationsUnderwriters’ Representative, warranties or agreements regarding such Selling Holder’s title to Registrable Securities and any written information provided by (i) the Selling Holder 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 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 securities being sold by such Selling Holder under Holders and the sale reasonable and documented expenses of such counsel shall be deemed to be Registration Expenses payable by the Registrable Securities pursuant to such underwriting agreement (net of underwriting discounts and commissions)Company.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article IISection 2 or Section 3, the Company Corporation shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties and covenants by the Company Corporation and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevantdistributions, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.98, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 2.7(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 by, and the other agreements on the part of, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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. Subject to the following sentence, 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, when relevantincluding indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8. 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 or related documents to make any representations or warranties to or agreements with the Company Corporation or the underwriters other than customary representations, warranties or agreements regarding such Selling Holder, such Selling Holder’s title to Registrable Securities Securities, such Selling Holder’s intended method of distribution and any written information provided other representations required by law or reasonably required by the Selling Holder to the 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 such underwriting agreement (net of underwriting discounts and commissions)underwriters.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article IIV, the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevant, including including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.95.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 2.7(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, and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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. 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, when 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, warranties or agreements regarding such Selling Holder’s title to Registrable Securities and any written information provided by the Selling Holder to the 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 such underwriting agreement (net of underwriting discounts and commissions).

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article IIVIII, the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevant, including including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.98.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 2.7(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, and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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. 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, when 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, warranties or agreements regarding such Selling Holder’s title to Registrable Securities and any written information provided by the Selling Holder to the 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 such underwriting agreement (net of underwriting discounts and commissions).

Underwriting; Due Diligence. (a1) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article II, the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevant, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 2.7(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, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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. 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, when 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, warranties or agreements regarding such Selling Holder’s title to Registrable Securities and any written information provided by the Selling Holder to the 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 such underwriting agreement (net of underwriting discounts and commissions).

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering Underwritten Offering of Registrable Securities pursuant to a registration requested under this Article IIIII, 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 the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevantdistributions, including including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.93.09, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 2.7(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 agreementagreement (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, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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 applicableHolders. Subject to the following sentence, such 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 relevantincluding, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.09. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with If reasonably requested by the Company or the underwriters other than customary representationsUnderwriters’ Representative, warranties or agreements regarding such Selling Holder’s title to Registrable Securities and any written information provided by (i) the Selling Holder 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 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 securities being sold by such Selling Holder under Holders and the sale reasonable and documented expenses of such counsel shall be deemed to be Registration Expenses payable by the Registrable Securities pursuant to such underwriting agreement (net of underwriting discounts and commissions)Company.

Underwriting; Due Diligence. (a1) If requested by the underwriters for any underwritten offering Underwritten Offering of Registrable Securities pursuant to a registration requested under this Article IIARTICLE III, 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 the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevantdistributions, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.93.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 2.7(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 agreementagreement (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, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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 applicableHolders. Subject to the following sentence, such 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 relevantincluding indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.9. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with If reasonably requested by the Company or the underwriters other than customary representationsUnderwriters’ Representative, warranties or agreements regarding such Selling Holder’s title to Registrable Securities and any written information provided by (i) the Selling Holder 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 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 securities being sold by such Selling Holder under Holders and the sale reasonable and documented expenses of such counsel shall be deemed to be Registration Expenses payable by the Registrable Securities pursuant to such underwriting agreement (net of underwriting discounts and commissions)Company.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article IIAgreement, the Company Parent shall enter into an underwriting agreement with such underwriters for such offering, which such agreement will to contain such representations and warranties by the Company Parent and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevantdistribution, including indemnification including, without limitation, indemnities and contribution provisions substantially to the effect and to the extent provided in Section 2.9, 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 2.7(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, agreement and the representations and warranties by, and the other agreements on the part of, the Company Parent to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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 applicableHolders. Subject to the following sentence, such 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, when 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 representationsincluding without limitation, warranties or agreements regarding such Selling Holder’s title to Registrable Securities indemnities and any written information provided by the Selling Holder contribution substantially to the Company expressly for inclusion effect and to the extent provided in the related registration statement, and the liability of any Selling Holder under the Section 7 hereof. Such underwriting agreement shall be several also contain such representations and not joint warranties by Parent and such other person or entity for whose account securities are being sold in no event shall such offering as are customarily contained in underwriting agreements with respect to secondary distributions. (c) In connection with the liability preparation and filing of any Selling Holder each registration statement registering Registrable Securities under the underwriting agreement Securities Act, Parent shall give the 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 Parent with its officers and the independent public accountants who have certified Parent's financial statements as shall be greater necessary, in amount than the dollar amount opinion of the proceeds received by Representative and such Selling Holder under underwriters or their respective counsel, to conduct a reasonable investigation within the sale meaning of the Registrable Securities pursuant to such underwriting agreement (net of underwriting discounts and commissions)Act. 7.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article II, the Company Issuer shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by the Company Issuer and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevantdistributions, including including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.92.08, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 2.7(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, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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. Subject to the following sentence, such 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 relevantincluding, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.08. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements (a) In connection with the Company or preparation and filing of each registration statement registering Registrable Securities under the underwriters other than customary representations1933 Act pursuant to this Article II, warranties or agreements regarding the Issuer shall give the Permitted Holders of such Selling Holder’s title to Registrable Securities and any written information provided by the Selling Holder underwriters, if any, and their respective counsel and accountants (the identity and number of whom shall be reasonably acceptable to the Company expressly for inclusion Issuer), such reasonable and customary access to its books, records and properties and such opportunities to discuss the business and affairs of the Issuer with its officers and the independent public accountants who have certified the financial statements of the Issuer as shall be necessary, in the related registration statementopinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the 1933 Act; 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 liability of 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 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 such investigation of the proceeds received by such Selling Holder under the sale books, records and properties of the Registrable Securities pursuant to Issuer and any such underwriting agreement (net of underwriting discounts discussions with the Issuer's officers and commissions).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 registration requested under this Article IIVIII, the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevant, including including, without limitation, 57 indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.98.9, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 2.7(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, and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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. 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, when 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, warranties or agreements regarding such Selling Holder’s title to Registrable Securities and any written information provided by the Selling Holder to the 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 such underwriting agreement (net of underwriting discounts and commissions).

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article IIVIII, the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevant, including including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.98.10, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 2.7(e8.8(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, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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. 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, when 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, warranties or agreements regarding such Selling Holder’s title to Registrable Securities and any written information provided by the Selling Holder to the 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 such underwriting agreement (net of underwriting discounts and commissions).

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article II, the Company Instinet shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by the Company 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 distributions to the extent relevant, including including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.92.10, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 2.7(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, the Company Instinet to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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 applicableHolders. Subject to the following sentence, such 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 2.10. 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 Instinet or the underwriters other than customary representations, warranties or agreements regarding such Selling Holder’s 's title to Registrable Securities and any written information provided by the Selling Holder to the Company Instinet expressly for inclusion in the related registration statement, and provided that this sentence shall not apply in the liability case of any Selling Holder under the underwriting agreement shall be several and not joint and a Holder's participation 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 such underwriting agreement (net of underwriting discounts and commissions)a registration initiated for Instinet's account.

Underwriting; Due Diligence. (a) If requested by the underwriters for any an underwritten offering of Registrable Securities pursuant to a registration requested under this Article IIDemand Registration, the Company Issuer shall enter into an underwriting agreement with such underwriters for such offering, which agreement will shall contain such representations and warranties by the Company Issuer and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevantdistributions, including including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.92.08, subject to such modifications as may reasonably be requested by the lead or managing underwriter(s) or by the Issuer 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 2.7(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, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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. Subject to the following sentencethis Section 2.07, 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 relevantincluding, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.08, subject to such modifications as may reasonably be requested by the lead or managing underwriter(s) or by the Issuer for any such underwritten offering. Such underwriting agreement shall also provide that the underwriter shall indemnify and hold harmless the Issuer, its directors, the officers who sign any registration statement and each Person, if any, who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) insofar as such losses, claims, damages or liabilities are caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any amendment thereof, any prospectus (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) relating to the Registrable Securities, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only with reference to information furnished in writing by such underwriter (or any representative thereof) expressly for use in a registration statement, any prospectus or any amendments or supplements thereto. It is understood that the indemnity obligations provided for in this Section 2.07(a) shall be subject to such modifications as may be reasonably requested by the lead or managing underwriter(s) for any such underwritten offering and agreed to by the Issuer. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to in connection with any Demand Registration or agreements with the Company or the underwriters Piggyback Registration other than customary representations, representations and warranties or agreements regarding as to (i) such Selling Holder’s title to Registrable Securities and any written information provided by the Selling Holder to the 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 's ownership of the Registrable Securities pursuant to be sold by such underwriting agreement Holder, free and clear of all liens, claims and encumbrances, (net of underwriting discounts ii) such Holder's power and commissions)authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article IIAgreement, the Company Corporation shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by the Company Corporation and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevant, including including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.99, and agreements as to the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 2.7(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, and the representations and warranties by, and the other agreements on the part of, the Company Corporation to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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. 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, when 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 Corporation or the underwriters other than customary representations, warranties or agreements regarding such Selling Holder’s authority, title to Registrable Securities Securities, enforceability of the operative documents against such Holder and any written information provided by the Selling Holder to the Company Corporation 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 such underwriting agreement (net of underwriting discounts and commissions).

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article IIVII, the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevant, including including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.97.9, and agreements as to the provision of opinions of counsel and accountants’ ' letters to the effect and to the extent provided in Section 2.7(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, and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders 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. 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, when 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, warranties or agreements regarding such Selling Holder’s 's title to Registrable Securities and any written information provided by the Selling Holder to the 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 such underwriting agreement (net of underwriting discounts and commissions).