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 Agreement, the Company shall enter into an underwriting agreement, with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 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, 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this AgreementDemand Registration or Piggyback Registration, the Company MSCI shall enter into an underwriting agreement, agreement with such underwriters for such offering, such which agreement to will contain such representations and warranties by the Company MSCI and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 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 5(e) hereof3.04(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, the Company 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 the such 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. The Selling Holders may require that any additional securities included , including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included thereinSection 3.07.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 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, the Company 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company Next Level shall enter into an underwriting agreement, agreement with such underwriters for such offering, such which agreement to will contain such representations and warranties by the Company 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, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 2.6, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e) hereof2.4(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, the Company 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 the such 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. The Selling Holders may require that any additional securities included , when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included thereinSection 2.6.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 hereof and the provision of opinions of counsel and accountants' ’ letters to the effect and to the extent provided in Section 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, 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this AgreementArticle III, the Company Instinet shall enter into an underwriting agreement, agreement with such underwriters for such offering, such which agreement to 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 distributionsdistributions to the extent relevant, including, without limitation, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 3.8, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e) hereof3.5(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, the Company 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 the such 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. The Selling Holders may require that any additional securities included , when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included thereinSection 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 AgreementArticle III, the Company Xxxxxxx shall enter into an underwriting agreement, agreement with such underwriters for such offering, such which agreement to will contain such representations and warranties by the Company 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, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 3.7, and agreements as to the provision of opinions of counsel and accountants' ’ letters to the effect and to the extent provided in Section 5(e) hereof3.4(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, the Company 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 the such 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. The Selling Holders may require that any additional securities included , when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included thereinSection 3.7.

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 AgreementARTICLE IV, the Company DSW shall enter into an underwriting agreement, agreement in a form reasonably satisfactory to DSW with such underwriters for such offering, such which agreement to will contain such representations and warranties by the Company DSW and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 4.9, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e) hereof4.6(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, the Company 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 the such 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. The Selling Holders may require that any additional securities included , including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included thereinSection 4.9.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, agreement with such underwriters for such offering, such which agreement to will contain such representations and warranties by 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, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 5(a), and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e) hereof3(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, 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 the Selling Holders on whose behalf the Registrable Securities are to be distributed Trust and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions. The Selling Holders may require that any additional securities included , when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included thereinSection 5(b).

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this AgreementArticle III, the Company Hertz shall enter into an underwriting agreement, agreement with such underwriters for such offering, such which agreement to will contain such representations and warranties by the Company 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, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 3.7, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e) hereof3.4(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, the Company 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 the such 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. The Selling Holders may require that any additional securities included , when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included thereinSection 3.7.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this AgreementSection 2.01 or Section 2.02, the Company shall enter into an underwriting agreement, agreement with such underwriters for such offering, such which agreement to will contain such representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsagreements, including, without limitation, indemnities including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof Article 4, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e) hereof2.04(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, 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 such 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. The Selling Holders may require that any additional securities included in an offering proposed by a Holder be included distributions on the same terms part of selling shareholders, including indemnification and conditions as contribution provisions substantially to the Registrable Securities that are included thereineffect and to the extent provided in Article 4.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 hereof and the provision of opinions of counsel and accountants' ’ letters to the effect and to the extent provided in Section 5(e5(f) hereofhereof 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, the Company 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 distributionsdistributions (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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this AgreementArticle III, the Company Retek shall enter into an underwriting agreement, agreement with such underwriters for such offering, such which agreement to will contain such representations and warranties by the Company 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, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 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 5(e3.4(e) hereofand 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, the Company 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 the such 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. The Selling Holders may require that any additional securities included , when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included thereinSection 3.6.

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 AgreementARTICLE II, the Company Covisint shall enter into an underwriting agreement, agreement in a form reasonably satisfactory to Covisint with such underwriters for such offering, such which agreement to will contain such representations and warranties by the Company Covisint and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 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 5(e) hereof2.6(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, the Company 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 the such 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. The Selling Holders may require that any additional securities included , including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included thereinSection 2.9.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this AgreementArticle III, the Company Nabisco shall enter into an underwriting agreement, agreement with such underwriters for such offering, such which agreement to will contain such representations and warranties by the Company Nabisco and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 3.08, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e) hereof3.05(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, the Company 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 the such 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. The Selling Holders may require that any additional securities included , including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included thereinSection 3.08.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this AgreementArticle 2, the Company Corporation shall enter into an underwriting agreement, agreement with such underwriters for such offering, such which agreement to 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 with respect to secondary distributions, including, without limitation, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 2.06, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e) hereof2.04(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, the Company 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 the such 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. The Selling Holders may require that any additional securities included in an offering proposed by a Holder be included distributions on the same terms part of selling shareholders, including, without limitation, indemnification and conditions as contribution provisions substantially to the Registrable Securities that are included thereineffect and to the extent provided in Section 2.06.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 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, 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this AgreementArticle II, the Company Blockbuster shall enter into an underwriting agreement, agreement with such underwriters for such offering, such which agreement to will contain such representations and warranties by the Company Blockbuster and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 2.07, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e) hereof2.04(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, the Company 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 the such 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. The Selling Holders may require that any additional securities included , including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included thereinSection 2.07.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 7 hereof and the provision of opinions of counsel and accountants' ’ letters to the effect and to the extent provided in Section 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, 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.

Underwriting; Due Diligence. (a1) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 6 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e4(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, 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 Holders Purchasers 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 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.

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 AgreementARTICLE V, the Company ADESA shall enter into an underwriting agreement, agreement in a form reasonably satisfactory to ADESA with such underwriters for such offering, such which agreement to will contain such representations and warranties by the Company ADESA and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 5.9, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e) hereof5.6(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, the Company 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 the such 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. The Selling Holders may require that any additional securities included , including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included thereinSection 5.9.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company WellPoint Delaware shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company WellPoint Delaware and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 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, the Company 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. 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 7 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e5(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, 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company Parent shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company Parent and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistribution, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 7 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 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, the Company 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. 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, including without limitation, limitation indemnities and contribution substantially to the effect and to the extent provided in Section 8 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 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, 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this AgreementArticle III, the Company Retek shall enter into an underwriting agreement, agreement with such underwriters for such offering, such which agreement to will contain such representations and warranties by the Company 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, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 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 5(e3.4(e) hereofand 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, the Company 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 the such 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. 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., when relevant,

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 AgreementARTICLE IV, the Company CMC shall enter into an underwriting agreement, agreement in a form reasonably satisfactory to CMC with such underwriters for such offering, such which agreement to will contain such representations and warranties by the Company CMC and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities indemnification and contribution substantially provisions, and agreements as to the effect and to the extent provided in Section 8 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e) hereof4.6(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, the Company 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 the Selling such 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. The Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms , including, without limitation, indemnification and conditions as the Registrable Securities that are included thereincontribution provisions.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistribution, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 7 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 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, 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.

Underwriting; Due Diligence. (a1) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company uniView shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company uniView and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 7 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 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, the Company 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. 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 hereof and the provision of opinions of counsel and accountants' ’ letters to the effect and to the extent provided in Section 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, the Company 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under Section 2 of this Agreement, the Company shall enter into an underwriting agreement, agreement in customary form with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary such distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 7 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e5(a)(iv) 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, the Company 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 such distributions. The Selling Holders may require that any additional securities included in an offering proposed by a Holder Demand Registration be included on the same terms and conditions as the Registrable Securities that are included therein.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company WellPoint shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company WellPoint and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 7 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 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, the Company 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. 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 7 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 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, 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this AgreementArticle II, the Company XXX shall enter into an underwriting agreement, agreement with such underwriters for such offering, such which agreement to will contain such representations and warranties by the Company XXX and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 2.7, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e) hereof2.4(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, the Company 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 the such 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. The Selling Holders may require that any additional securities included , including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included thereinSection 2.7 .

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 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, 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 warranties 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. 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this AgreementAgreement (under either Section 2 or Section 3), the Company shall and any other person or entity for whose account securities are being sold in such offering will enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by 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, indemnities and contribution substantially to the effect and to the extent provided in Section 8 hereof and the provision of opinions of counsel and accountants' accountants letters to the effect and to the extent provided in Section 5(e5(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, 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 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. The Selling Holders may require that any additional securities included , including without limitation, indemnification and contribution provisions substantially similar to the extent provided in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included thereinSection 8 hereof.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this AgreementArticle 2, the Company Corporation shall enter into an underwriting agreement, agreement with such underwriters for such offering, such which agreement to 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 with respect to secondary distributions, including, without limitation, indemnities including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 2.06, and agreements as to the provision of opinions of counsel and accountants' ’ letters to the effect and to the extent provided in Section 5(e2.04(g) 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, the Company 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 the such 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. The Selling Holders may require that any additional securities included in an offering proposed by a Holder be included distributions on the same terms part of selling shareholders, including indemnification and conditions as contribution provisions substantially to the Registrable Securities that are included thereineffect and to the extent provided in Section 2.06.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company NetVoice shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company NetVoice and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 7 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 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, the Company 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. 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company Next Level shall enter into an underwriting agreement, agreement with such underwriters for such offering, such which agreement to will contain such representations and warranties by the Company 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, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 0, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e) hereof0. 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 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 the such 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. The Selling Holders may require that any additional securities included , when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included thereinSection 0.

Underwriting; Due Diligence. (a1) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company Uniview shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company Uniview and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 7 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 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, the Company 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. 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistribution, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 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, 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 7 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 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, 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 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, the Company 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this AgreementArticle III, the Company JLK shall enter into an underwriting agreement, agreement with such underwriters for such offering, such which agreement to will contain such representations and warranties by the Company JLK and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 3.7, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e) hereof3.4(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, the Company 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 the such 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. The Selling Holders may require that any additional securities included , including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included thereinSection 3.7.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributionsdistribution, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e) hereof. 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, 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this AgreementArticle II, the Company Blockbuster shall enter into an underwriting agreement, agreement with such underwriters for such offering, such which agreement to will contain such representations and warranties by the Company Blockbuster and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 2.07, and agreements as to the provision of opinions of counsel and accountants' ’ letters to the effect and to the extent provided in Section 5(e) hereof2.04(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, the Company 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 the such 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. The Selling Holders may require that any additional securities included , including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included thereinSection 2.07.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company WAXS shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company WAXS and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 7 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 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, the Company 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. 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e5(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, 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.

Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this AgreementArticle III, the Company Associates shall enter into an underwriting agreement, agreement with such underwriters for such offering, such which agreement to will contain such representations and warranties by the Company Associates and such other terms and provisions as are customarily contained in underwriting agreements of Associates 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, indemnities indemnification and contribution provisions substantially to the effect and to the extent provided in Section 8 hereof 3.7, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e) hereof3.4(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, the Company Associates 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 such 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. The Selling Holders may require that any additional securities included , when relevant, including, without limitation, indemnification and 18 18 contribution provisions substantially to the effect and to the extent provided in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included thereinSection 3.7.