Common use of Underwriting; Due Diligence Clause in Contracts

Underwriting; Due Diligence. In the event of an underwritten offering of Registrable Securities pursuant to a registration requested under this Article III, the Company shall, if requested by the underwriters for such offering, enter into an underwriting agreement with such underwriters (an “Underwriting Agreement”). Any such Underwriting Agreement shall contain such representations, warranties and covenants by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, and shall include indemnification and contribution provisions substantially to the effect and extent of those set forth in Section 3.7, and agreements as to the provision of opinions of counsel and accountants’ letters substantially to the effect and extent of those set forth in Section 3.5(a)(vi). The Selling Holders on whose behalf such Registrable Securities are to be distributed by the underwriters shall enter into such Underwriting Agreement, which shall also contain such representations, warranties and indemnities by the Selling Holders as are customarily provided by selling stockholders in underwriting agreements with respect to secondary distributions. With respect to any Underwriting Agreement: (i) all of the conditions precedent to the obligations of the underwriters thereunder shall be conditions precedent to the obligations of the Selling Holders and (ii) no Selling Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than customary representations, warranties or agreements generally made by selling stockholders in similar offerings.

Underwriting; Due Diligence. In the event of an underwritten offering of Registrable Securities pursuant to a registration requested under this Article III3, the Company shall, if requested by the underwriters for such offering, enter into an underwriting agreement with such underwriters (an “Underwriting Agreement”). Any such Underwriting Agreement shall contain such representations, warranties and covenants by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, and shall include indemnification and contribution provisions substantially to the effect and extent of those set forth in Section 3.73.8, and agreements as to the provision of opinions of counsel and accountants’ letters substantially to the effect and extent of those set forth in Section 3.5(a)(vi3.6(a)(vi). The Selling Holders on whose behalf such Registrable Securities are to be distributed by the underwriters shall enter into such Underwriting Agreement, which shall also contain such representations, warranties and indemnities by the Selling Holders as are customarily provided by selling stockholders in underwriting agreements with respect to secondary distributions. With respect to any Underwriting Agreement: (i) all of the conditions precedent to the obligations of the underwriters thereunder shall be conditions precedent to the obligations of the Selling Holders and (ii) no Selling Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than customary representations, warranties or agreements generally made by selling stockholders in similar offerings.

Underwriting; Due Diligence. In (a) If requested by the event of an underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article III2, the Company shall, if requested by the underwriters for such offering, shall enter into an underwriting agreement with such underwriters (an “Underwriting Agreement”). Any for such Underwriting Agreement shall offering, which agreement will contain such representations, 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 distributionsdistributions by selling securityholders, and shall include including indemnification and contribution provisions substantially to the effect and to the extent of those set forth provided in Section 3.72.08, and agreements as to the provision of opinions of counsel and accountants’ ' letters substantially to such underwriters and Selling Holders the effect and to the extent of those set forth provided in Section 3.5(a)(vi2.06(f). The Selling Holders on whose behalf such the Registrable Securities are to be distributed by the such underwriters shall enter into be parties to any such Underwriting Agreementunderwriting agreement and the representations and warranties by, which 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 and warranties and indemnities covenants and indemnification by the such Selling Holders and underwriters and such other terms and provisions as are customarily provided by selling stockholders contained in underwriting agreements with respect to secondary distributions. With respect to any Underwriting Agreement: (i) all distributions on the part of the conditions precedent selling shareholders, including indemnification and contribution provisions substantially to the obligations of the underwriters thereunder shall be conditions precedent effect and to the obligations of extent provided in Section 2.08. Notwithstanding anything to the contrary herein, such underwriting agreement shall not require the Selling Holders and (ii) no Selling Holder shall be required to make have any liability with respect to the representations or warranties to, or agreements withmade by, the Company operations of or the underwriters, other than customary representations, warranties or agreements generally disclosures made by selling stockholders in similar offeringsthe Company.

Underwriting; Due Diligence. In the event of an underwritten offering of Registrable Securities pursuant to a registration requested under this Article III, the Company shall, if requested by the underwriters for such offering, enter into an underwriting agreement with such underwriters (an “Underwriting Agreement”). Any such Underwriting Agreement shall contain such representations, warranties and covenants by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, and shall include indemnification and contribution provisions substantially to the effect and extent of those set forth in Section 3.7, and agreements as to the provision of opinions of counsel and accountants’ letters substantially to the effect and extent of those set forth in Section 3.5(a)(vi). The Selling Holders on whose behalf such Registrable Securities are to be distributed by the underwriters shall enter into such Underwriting Agreement, which shall also contain such representations, warranties and indemnities by the Selling Holders as are customarily provided by selling stockholders in underwriting agreements with respect to secondary distributions. With respect to any Underwriting Agreement: (i) all of the conditions precedent to the obligations of the underwriters thereunder shall be conditions precedent to the obligations of the Selling Holders and (ii) no Selling Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than customary representations, warranties or agreements generally made by selling stockholders in similar offerings.. Section 3.7

Underwriting; Due Diligence. In (a) If requested by the event of an --------------------------- underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article III, the Company shall, if requested by the underwriters for such offering, MIPS shall enter into an underwriting agreement with such underwriters (an “Underwriting Agreement”for such offering, which agreement will contain such representations and warranties by MIPS and such other terms and provisions as are customarily contained in underwriting agreements of MIPS to the extent relevant and as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 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 3.4(e). Any The Selling Holders on whose behalf the Registrable Securities are to be distributed by such Underwriting Agreement underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, MIPS to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations, representations and warranties and covenants by the Company such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, and shall include when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent of those set forth provided in Section 3.7, and agreements as to the provision of opinions of counsel and accountants’ letters substantially to the effect and extent of those set forth in Section 3.5(a)(vi). The Selling Holders on whose behalf such Registrable Securities are to be distributed by the underwriters shall enter into such Underwriting Agreement, which shall also contain such representations, warranties and indemnities by the Selling Holders as are customarily provided by selling stockholders in underwriting agreements with respect to secondary distributions. With respect to any Underwriting Agreement: (i) all of the conditions precedent to the obligations of the underwriters thereunder shall be conditions precedent to the obligations of the Selling Holders and (ii) no Selling Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than customary representations, warranties or agreements generally made by selling stockholders in similar offerings.

Underwriting; Due Diligence. In (a) If requested by the event of an underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article III, the Company shall, if requested by the underwriters for such offering, shall enter into an underwriting agreement with such underwriters (an “Underwriting Agreement”). Any for such Underwriting Agreement shall offering, which agreement will contain such representations, representations and warranties and covenants 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 distributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 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 3.4(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 to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, and shall include when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent of those set forth provided in Section 3.7, and agreements as to the provision of opinions of counsel and accountants’ letters substantially to the effect and extent of those set forth in Section 3.5(a)(vi). The Selling Holders on whose behalf such Registrable Securities are to be distributed by the underwriters shall enter into such Underwriting Agreement, which shall also contain such representations, warranties and indemnities by the Selling Holders as are customarily provided by selling stockholders in underwriting agreements with respect to secondary distributions. With respect to any Underwriting Agreement: (i) all of the conditions precedent to the obligations of the underwriters thereunder shall be conditions precedent to the obligations of the Selling Holders and (ii) no Selling Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than customary representations, warranties or agreements generally made by selling stockholders in similar offerings.

Underwriting; Due Diligence. In (a) If requested by the event of an underwriters for any underwritten offering of Registrable Securities Stock pursuant to a registration requested under this Article III2, the Company shall, if requested by the underwriters for such offering, shall enter into an underwriting agreement with such underwriters (an “Underwriting Agreement”). Any for such Underwriting Agreement shall offering, which agreement will contain such representations, 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 distributionsdistributions by selling securityholders, and shall include including indemnification and contribution provisions substantially to the effect and to the extent of those set forth provided in Section 3.72.08, and agreements as to the provision of opinions of counsel and accountants’ letters substantially to such underwriters and Selling Holders the effect and to the extent of those set forth provided in Section 3.5(a)(vi2.06(f). The Selling Holders on whose behalf such the Registrable Securities Stock are to be distributed by the such underwriters shall enter into be parties to any such Underwriting Agreementunderwriting agreement and the representations and warranties by, which 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 and warranties and indemnities covenants and indemnification by the such Selling Holders and underwriters and such other terms and provisions as are customarily provided by selling stockholders contained in underwriting agreements with respect to secondary distributions. With respect to any Underwriting Agreement: (i) all distributions on the part of the conditions precedent shareholders, including indemnification and contribution provisions substantially to the obligations of the underwriters thereunder shall be conditions precedent effect and to the obligations of extent provided in Section 2.08. Notwithstanding anything to the contrary herein, such underwriting agreement shall not require the Selling Holders and (ii) no Selling Holder shall be required to make have any liability with respect to the representations or warranties to, or agreements withmade by, the Company operations of or the underwriters, other than customary representations, warranties or agreements generally disclosures made by selling stockholders in similar offeringsthe Company.

Underwriting; Due Diligence. In (a) If requested by the event of an underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article IIIII, the Company shall, if requested by the underwriters for such offering, Peachtree shall enter into an underwriting agreement with such underwriters (an “Underwriting Agreement”for such offering, which agreement will contain such representations and warranties by Peachtree and such other terms and provisions as are customarily contained in underwriting agreements of Peachtree to the extent relevant and as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 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 2.4(e). Any The Selling Holders on whose behalf the Registrable Securities are to be distributed by such Underwriting Agreement underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, Peachtree to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations, representations and warranties and covenants by the Company such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, and shall include when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent of those set forth provided in Section 3.7, and agreements as to the provision of opinions of counsel and accountants’ letters substantially to the effect and extent of those set forth in Section 3.5(a)(vi). The Selling Holders on whose behalf such Registrable Securities are to be distributed by the underwriters shall enter into such Underwriting Agreement, which shall also contain such representations, warranties and indemnities by the Selling Holders as are customarily provided by selling stockholders in underwriting agreements with respect to secondary distributions. With respect to any Underwriting Agreement: (i) all of the conditions precedent to the obligations of the underwriters thereunder shall be conditions precedent to the obligations of the Selling Holders and (ii) no Selling Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than customary representations, warranties or agreements generally made by selling stockholders in similar offerings2.7.

Underwriting; Due Diligence. In (a) If requested by the event of an underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article IIIAgreement, the Company shall, if requested by the underwriters for such offering, Next Level shall enter into an underwriting agreement with such underwriters (an “Underwriting Agreement”for such offering, which agreement will contain such representations and warranties by 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 distributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 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 2.4(e). Any The Selling Holders on whose behalf the Registrable Securities are to be distributed by such Underwriting Agreement underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, 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, representations and warranties and covenants by the Company such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, and shall include when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent of those set forth provided in Section 3.72.7. Next Level with its officers and the independent public accountants who have certified the financial statements of Next Level as shall be necessary, in the opinion of such Holders and agreements as such underwriters or their respective counsel, to conduct a reasonable investigation within the provision of opinions of counsel and accountants’ letters substantially to the effect and extent of those set forth in Section 3.5(a)(vi). The Selling Holders on whose behalf such Registrable Securities are to be distributed by the underwriters shall enter into such Underwriting Agreement, which shall also contain such representations, warranties and indemnities by the Selling Holders as are customarily provided by selling stockholders in underwriting agreements with respect to secondary distributions. With respect to any Underwriting Agreement: (i) all meaning of the conditions precedent to the obligations of the underwriters thereunder shall be conditions precedent to the obligations of the Selling Holders and (ii) no Selling Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than customary representations, warranties or agreements generally made by selling stockholders in similar offeringsSecurities Act.

Underwriting; Due Diligence. In (a) If requested by the event of an underwriters --------------------------- for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article III, the Company shall, if requested by the underwriters for such offering, Abercrombie & Fitch shall enter into an underwriting agreement with such underwriters (an “Underwriting Agreement”). Any for such Underwriting Agreement shall offering, which agreement will contain such representations, representations and warranties and covenants by the Company Abercrombie & Fitch and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, and shall include including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent of those set forth provided in Section 3.7, and agreements as to the provision of opinions of counsel and accountants’ ' letters substantially to the effect and to the extent of those set forth provided in Section 3.5(a)(vi3.4(e). The Selling Holders on whose behalf such the Registrable Securities are to be distributed by the such underwriters shall enter into be parties to any such Underwriting Agreementunderwriting agreement and the representations and warranties by, which and the other agreements on the part of, Abercrombie & Fitch to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations, representations and warranties and indemnities by the such Selling Holders and such other terms and provisions as are customarily provided by selling stockholders contained in underwriting agreements with respect to secondary distributions. With respect to any Underwriting Agreement: (i) all of the conditions precedent , including, without limitation, indemnification and contribution provisions substantially to the obligations of the underwriters thereunder shall be conditions precedent effect and to the obligations of the Selling Holders and (ii) no Selling Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than customary representations, warranties or agreements generally made by selling stockholders extent provided in similar offeringsSection 3.7.

Underwriting; Due Diligence. In (a) If requested by the event of an underwritten offering underwriters for any Underwritten Offering of Registrable Securities pursuant to a registration requested under this Article ARTICLE III, the Company shall, if requested by the VMware shall enter into an underwriting agreement in a form reasonably satisfactory to VMware with such underwriters for such offering, enter into an underwriting which agreement with such underwriters (an “Underwriting Agreement”). Any such Underwriting Agreement shall will contain such representations, representations and warranties and covenants by the Company VMware and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, and shall include including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent of those set forth provided in Section 3.73.9, and agreements as to the provision of opinions of counsel and accountants’ letters substantially to the effect and to the extent of those set forth provided in Section 3.5(a)(vi3.6(e). The Selling Holders on whose behalf such the Registrable Securities are to be distributed by the such underwriters shall enter into be a party to any such Underwriting Agreementunderwriting agreement and the representations and warranties by, which and the other agreements on the part of, VMware to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations, representations and warranties and indemnities by the such Selling Holders and such other terms and provisions as are customarily provided by selling stockholders contained in underwriting agreements with respect to secondary distributions. With respect to any Underwriting Agreement: (i) all of the conditions precedent , including, without limitation, indemnification and contribution provisions substantially to the obligations of the underwriters thereunder shall be conditions precedent effect and to the obligations of the Selling Holders and (ii) no Selling Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than customary representations, warranties or agreements generally made by selling stockholders extent provided in similar offeringsSection 3.9.

Underwriting; Due Diligence. In (a) If requested by the event of an underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article III, the Company shall, if requested by the underwriters for such offering, Instinet shall enter into an underwriting agreement with such underwriters (an “Underwriting Agreement”for such offering, which agreement will contain such representations and warranties by Instinet and such other terms and provisions as are customarily contained in underwriting agreements of Instinet to the extent relevant and as are customarily contained in underwriting agreements generally with respect to secondary distributions to the extent relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 3.8, and agreements as to the provision of opinions of counsel and accountants' letters 19 19 to the effect and to the extent provided in Section 3.5(e). Any The Selling Holders on whose behalf the Registrable Securities are to be distributed by such Underwriting Agreement underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, 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, representations and warranties and covenants by the Company such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, and shall include when relevant, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent of those set forth provided in Section 3.7, and agreements as to the provision of opinions of counsel and accountants’ letters substantially to the effect and extent of those set forth in Section 3.5(a)(vi). The Selling Holders on whose behalf such Registrable Securities are to be distributed by the underwriters shall enter into such Underwriting Agreement, which shall also contain such representations, warranties and indemnities by the Selling Holders as are customarily provided by selling stockholders in underwriting agreements with respect to secondary distributions. With respect to any Underwriting Agreement: (i) all of the conditions precedent to the obligations of the underwriters thereunder shall be conditions precedent to the obligations of the Selling Holders and (ii) no Selling Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than customary representations, warranties or agreements generally made by selling stockholders in similar offerings3.8.

Underwriting; Due Diligence. In (a) If requested by the event of an underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article IIIAgreement (under either Section 2 or Section 3 hereof), the Company shall, if requested by the underwriters and any other person or entity for whose account securities are being sold in such offering, offering will enter into an underwriting agreement with such underwriters (an “Underwriting Agreement”). Any for such Underwriting Agreement shall offering, such agreement to contain such representations, representations and warranties and covenants 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, and shall include indemnification including, without limitation, indemnities and contribution provisions substantially to the effect and to the extent of those set forth provided in Section 3.7, 8 hereof and agreements as to the provision of opinions of counsel and accountants’ accountants letters substantially to the effect and to the extent of those set forth provided in Section 3.5(a)(vi)5(f) hereof. The Selling Holders on whose behalf such the Registrable Securities are to be distributed by the such underwriters shall enter into be parties to any such Underwriting Agreementunderwriting agreement, which 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 and warranties and indemnities by the Selling Holders on whose behalf the Registrable Securities are to be distributed and such other terms and provisions as are customarily provided by selling stockholders contained in underwriting agreements with respect to secondary distributions. With respect to any Underwriting Agreement: (i) all of the conditions precedent , including without limitation, indemnification and contribution provisions substantially similar to the obligations of the underwriters thereunder shall be conditions precedent to the obligations of the Selling Holders and (ii) no Selling Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than customary representations, warranties or agreements generally made by selling stockholders extent provided in similar offeringsSection 8 hereof.

Underwriting; Due Diligence. In the event of an underwritten offering of Registrable Securities pursuant to a registration requested under this Article IIIVI, the Company shall, if requested by the underwriters for such offering, enter into an underwriting agreement with such underwriters (an “Underwriting Agreement”). Any such Underwriting Agreement shall contain such representations, warranties and covenants by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, and shall include indemnification and contribution provisions substantially to the effect and extent of those set forth in Section 3.76.7, and agreements as to the provision of opinions of counsel and accountants’ letters substantially to the effect and extent of those set forth in Section 3.5(a)(vi6.5(a)(vi). The Selling Holders Securityholders on whose behalf such Registrable Securities are to be distributed by the underwriters shall enter into such Underwriting Agreement, which shall also contain such representations, warranties and indemnities by the Selling Holders Securityholders as are customarily provided by selling stockholders Securityholders in underwriting agreements with respect to secondary distributions. With respect to any Underwriting Agreement: (i) all of the conditions precedent to the obligations of the underwriters thereunder shall be conditions precedent to the obligations of the Selling Holders Securityholders and (ii) no Selling Holder Securityholder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than customary representations, warranties or agreements generally made by selling stockholders Securityholders in similar offerings.

Underwriting; Due Diligence. (a) In the event of an underwritten offering of Registrable Securities pursuant to a registration requested under this Article III3, the Company Parent shall, if requested by the underwriters for such offering, enter into an underwriting agreement with such underwriters (an “"Underwriting Agreement”"). Any such Underwriting Agreement shall contain such representations, warranties and covenants by the Company Parent and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, and shall include indemnification and contribution provisions substantially to the effect and extent of those set forth in Section 3.73.8, and agreements as to the provision of opinions of counsel and accountants’ ' letters substantially to the effect and extent of those set forth in Section 3.5(a)(vi3.6(a)(vi). The Selling Holders on whose behalf such Registrable Securities are to be distributed by the underwriters shall enter into be parties to any such Underwriting Agreement, which shall also contain such representations, and warranties and indemnities by the Selling Holders as are customarily provided by selling stockholders shareholders in underwriting agreements with respect to secondary distributions. The Underwriting Agreement shall also include indemnification and contribution provisions substantially to the effect and extent of those set forth in Section 3.8. With respect to any Underwriting Agreement: (i) all of the representations and warranties by the Parent to and for the benefit of the underwriters shall also be made to the Selling Holders, (ii) all of the conditions precedent to the obligations of the underwriters thereunder shall be conditions precedent to the obligations of the Selling Holders and (iiiii) no Selling Holder shall be required to make any representations or warranties to, or agreements with, the Company Parent or the underwriters, other than customary representations, warranties or agreements generally made by selling stockholders in similar offeringsregarding such Selling Holder, its Registrable Securities, its intended method of distribution of such Registrable Securities.

Underwriting; Due Diligence. In (a) If requested by the event of an underwritten offering underwriters for any Underwritten Offering of Registrable Securities pursuant to a registration requested under this Article IIIARTICLE II, the Company shall, if requested by the ViSalus shall enter into an underwriting agreement in a form reasonably satisfactory to ViSalus with such underwriters for such offering, enter into an underwriting which agreement with such underwriters (an “Underwriting Agreement”). Any such Underwriting Agreement shall will contain such representations, representations and warranties and covenants by the Company ViSalus and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, and shall include including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent of those set forth provided in Section 3.72.09, and agreements as to the provision of opinions of counsel and accountants’ letters substantially to the effect and to the extent of those set forth provided in Section 3.5(a)(vi2.06(e). The Selling Holders on whose behalf such the Registrable Securities are to be distributed by the such underwriters shall enter into be a party to any such Underwriting Agreementunderwriting agreement and the representations and warranties by, which and the other agreements on the part of, ViSalus to and for the benefit of such underwriters, shall also be made to and for the benefit of such Selling Holders. Such underwriting agreement shall also contain such representations, representations and warranties and indemnities by the such Selling Holders and such other terms and provisions as are customarily provided by selling stockholders contained in underwriting agreements with respect to secondary distributions. With respect to any Underwriting Agreement: (i) all of the conditions precedent , including, without limitation, indemnification and contribution provisions substantially to the obligations of the underwriters thereunder shall be conditions precedent effect and to the obligations of the Selling Holders and (ii) no Selling Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than customary representations, warranties or agreements generally made by selling stockholders extent provided in similar offeringsSection 2.09.