Common use of Underwritten Registration Clause in Contracts

Underwritten Registration. If underwriters are engaged in connection with any registration referred to in this Article X, the Partnership and each Holder participating in such registration shall provide indemnification, representations, covenants, opinions and other assurance to the underwriters in form and substance reasonably satisfactory to such underwriters. Further, in addition to and not in limitation of the Partnership’s obligation under Section 6.3, the Partnership shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder, its officers, directors and each Person who controls such Holder (within the meaning of the Securities Act) and any agent thereof (collectively, “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise under the Securities Act or otherwise (hereinafter referred to in this Section 10.4 as a “claim” and in the plural as “claims”) based upon, arising out of or resulting from any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which any Limited Partnership Interests were registered under the Securities Act or any state securities or Blue Sky laws, in any preliminary prospectus (if used prior to the effective date of such registration statement), or in any summary or final prospectus or in any amendment or supplement thereto (if used during the period the Partnership is required to keep the registration statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading; provided, however, that the Partnership shall not be liable to any Indemnified Person to the extent that any such claim arises out of, is based upon or results from an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, such preliminary, summary or final prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Partnership by or on behalf of such Indemnified Person specifically for use in the preparation thereof.

Underwritten Registration. If underwriters any of the Registrable Securities covered by any Incidental Registration or a Demand Registration are engaged to be sold in connection with any registration referred to in this Article Xan Underwritten Offering, the Partnership investment banker or investment bankers (including a Shelf Registration) and each Holder participating manager or managers that will administer and underwrite the offering will be selected by (i) the Company, in such registration the case of an Incidental Registration or (ii) by the Demanding Holder, in the case of a Demand Registration (provided that the selection of underwriters shall provide indemnification, representations, covenants, opinions and other assurance to the underwriters in form and substance be reasonably satisfactory to such underwritersthe Company). Further, in addition to and not in limitation of the Partnership’s obligation under Section 6.3, the Partnership shall, Notwithstanding anything herein to the fullest extent permitted by lawcontrary, indemnify and hold harmless each Holder, its officers, directors and each Person who controls such Holder (within the meaning of the Securities Act) and any agent thereof (collectively, “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnified no Person may be involvedparticipate in any Underwritten Registration hereunder unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwritten arrangements approved by the Persons entitled hereunder to approve such arrangement and (b) accurately completes and executes all questionnaires, or is threatened to be involvedpowers of attorney, as a party or otherwise indemnities, custody agreements, underwriting agreements and other customary documents required under the Securities Act or otherwise (hereinafter referred to in this Section 10.4 as a “claim” and in the plural as “claims”) based upon, arising out of or resulting from any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which any Limited Partnership Interests were registered under the Securities Act or any state securities or Blue Sky laws, in any preliminary prospectus (if used prior to the effective date terms of such registration statement), or in any summary or final prospectus or in any amendment or supplement thereto (if used during the period the Partnership is required to keep the registration statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleadingunderwriting arrangements; provided, however, that no holder of Registrable Securities will be required to provide representations and warranties or indemnities or otherwise become subject to liabilities or obligations in any such underwriting agreement that are not customary for investors of its type in such transaction. If requested by the Partnership underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall not be liable 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 any Indemnified Person secondary distributions to the extent that relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 7. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such claim arises out underwriting agreement, and the representations and warranties by, and the other agreements on the part of, is based 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. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall (x) make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each Selling Holder, by any managing underwriter or results from an untrue statement or alleged untrue statement or omission or alleged omission made underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any Selling Holder or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and (y) cause all of the Company's officers, directors and employees and the independent public accountants who have certified the Company's financial statements to make themselves reasonably available to discuss the business of the Company and to supply all information reasonably requested by any such preliminarySelling Holders, summary managing underwriters, attorneys, accountants or final prospectus or agents in connection with such amendment or supplementregistration statement, in reliance upon the case of each of clauses (x) and (y), as shall be necessary to enable them to exercise their due diligence responsibilities (subject to entry by each party referred to in conformity with written information furnished this paragraph into customary confidentiality agreements in a form reasonably acceptable to the Partnership Company). In the case of an underwritten offering requested by a Demanding Holder pursuant to Section 4 or on behalf Section 5, the price, underwriting discount and other financial terms for the Registrable Securities of the related underwriting agreement shall be determined by the applicable Demanding Holder. In the case of any underwritten offering of securities by the Company pursuant to Section 3, such Indemnified Person specifically for use in price, discount and other terms shall be determined by the preparation thereofCompany, subject to the right of Selling Holders to withdraw their Registrable Securities from the registration pursuant to Section 6.