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 V, 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 Coach and such other terms and provisions as are customarily contained in 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 5.8, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5.6(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be a party to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, 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 5.8.

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 VII, Coach Blockbuster 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 Coach Blockbuster and such other terms and provisions as are customarily contained in under writing 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 5.82.07, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5.6(e2.04(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be a party parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, Coach 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 5.82.07.

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 VII, Coach inSilicon 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 Coach inSilicon and such other terms and provisions as are customarily contained in under writing 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 5.82.7, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5.6(e2.4(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be a party parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, Coach 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 5.82.7.

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 VIV, Coach the Company 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 Coach the Company and such other terms and provisions as are customarily contained in under writing 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 5.84.9, and agreements as to the provision of opinions of counsel and accountants' ’ letters to the effect and to the extent provided in Section 5.6(e4.7(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be a party parties to any such underwriting agreement and the representations and warranties byagreement, and subject to the other agreements on the part offollowing sentence, 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, 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 5.8such underwritten offering.

Underwriting; Due Diligence. (a) If requested by the underwriters for any Underwritten Offering of Registrable Securities pursuant to a registration requested under this Article VARTICLE IV, Coach VMware shall enter into an underwriting agreement in a form reasonably satisfactory to Coach VMware with such underwriters for such offering, which agreement will contain such representations and warranties by Coach VMware and such other terms and provisions as are customarily contained in under writing 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 5.84.9, and agreements as to the provision of opinions of counsel and accountants' ’ letters to the effect and to the extent provided in Section 5.6(e4.6(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be a party to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, Coach 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 5.84.9.