Common use of Underwritten Offerings Clause in Contracts

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders pursuant to a Demand Registration, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Participating Holder shall be a party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. No Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders pursuant to a Demand Registrationregistration requested under Section 3(a) above, the Company shall Issuer will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such representations and warranties by, and such other agreements on by the part of, the Company Issuer and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 3(f) below. The Holders will reasonably cooperate with the Issuer in the negotiation of the underwriting agreement, provided that typenothing herein contained shall diminish the foregoing obligations of the Issuer. Any Participating Holder The Holders of Registrable Securities to be distributed by such underwriters shall be a party parties to such underwriting agreement andand any necessary or appropriate custody agreements and appropriate powers of attorney, and may, at its their option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company Issuer to and for the benefit of such underwriters shall also shall be made to and for the benefit of such Holder Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company Holders. Any such Holder shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. No Holder shall be required to make any representations or warranties to, or agreements with, with the Company Issuer or the underwriters other than representations, warranties or agreements regarding such Holderholder, its ownership of and title to the such holder's Registrable Securities and its such holder's intended method of distribution; distribution and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registrationrepresentation required by law.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders pursuant to a Demand Registrationregistration requested under Section 2.1, the Company Issuer shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such representations and warranties by, and such other agreements on the part of, the Company Issuer and such other terms as are generally prevailing in agreements of that type. Any Participating Holder participating in the offering shall be a party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company Issuer to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company Issuer shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating selling Holder for inclusion in the registration statement. No Holder shall be required to make any representations or warranties to, to or agreements with, with the Company Issuer or the underwriters other than representations, warranties or agreements regarding such Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders Coeur pursuant to a Demand Registrationregistration requested under Section 2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be reasonably satisfactory in form and substance to the Majority Participating Holders Coeur and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Participating Holder Coeur shall be a party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder Coeur and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such HolderCoeur; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder Coeur for inclusion in the registration statement. No Holder Coeur shall not be required to make any representations or warranties to, to or agreements with, with the Company or the underwriters other than representations, warranties or agreements regarding such HolderCoeur, its ownership of and its title to the Registrable Securities and its intended method of distribution; and any liability of such Holder Coeur to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.

Underwritten Offerings. (a) If requested The Company agrees that if at any time it proposes to register any of its securities under the Securities Act as contemplated by the underwriters for any underwritten offering Section 5 and such securities are to be distributed by the Holders pursuant to a Demand Registrationor through one or more underwriters, the Company will, subject to the provisions of Section 5(b), if requested by any Holder desiring to include Registrable Securities in such Registration Statement, arrange for such underwriters to include the shares to be offered and sold by such holder among the securities to be distributed by such underwriters, and each such Holder agrees that all securities shall enter into a customary be distributed and sold through such underwriters. The selection of the underwriter or underwriters shall be made by the Company, in its sole discretion, from amongst underwriting firms of national reputation. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such representations and warranties by, and such other agreements on the part of, between the Company and such other terms as are generally prevailing in agreements of that type. Any Participating Holder shall be a party to such underwriting agreement andunderwriters and may, at its their option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. No Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registrationHolders.

Underwritten Offerings. (a) If requested by the ---------------------- underwriters for any underwritten offering by the Holders holders of Registrable Securities pursuant to a Demand the Shelf Registration, the Company shall will use its best efforts to enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall to be reasonably satisfactory in form and substance to each such holder, the Majority Participating Holders Company and shall the underwriters and to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and to the extent provided in Section 1.5. Any Participating Holder The holders of the Registrable Securities proposed to be sold by such underwriters will reasonably cooperate with the Company in the negotiation of the underwriting agreement. Such holders of Registrable Securities to be sold by such underwriters shall be a party parties to such underwriting agreement andand may, at its their option, may require that any or all of 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 shall be made to and for the benefit of such Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company holders of Registrable Securities. Any such holder of Registrable Securities shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. No Holder shall be required to make any representations or warranties to, or agreements with, with the Company or the underwriters other than representations, warranties or agreements regarding such Holderholder, its ownership of and title to the such holder's Registrable Securities and its such holder's intended method of distribution; and distribution or any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registrationrequired by applicable law.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders pursuant to a Demand Registrationregistration requested under Section 2.1 or 2.2, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Participating Holder participating in the offering shall be a party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating selling Holder for inclusion in the registration statement. No Holder shall be required to make any representations or warranties to, to or agreements with, with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders pursuant to a Demand Registration, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Participating Holder shall be a party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. No Holder shall be required to make any representations or warranties to, to or agreements with, with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders of Restricted Securities pursuant to a Demand Registrationthis Schedule, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms and provisions as are generally prevailing customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities as to the effect and to the extent provided in Section 10 hereof. The holders of that type. Any Participating Holder Restricted Securities on whose behalf Restricted Securities are to be distributed by such underwriters shall be a party parties to any such underwriting agreement and, at its option, may require that any or all of 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 shall be made to and for the benefit of such Holder and that any or all holders of the conditions precedent to the obligations Restricted Securities. Such holders of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company Restricted Securities shall not be required by the Company to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. No Holder shall be required to make any representations or warranties to, or agreements with, with the Company or the underwriters other than reasonable representations, warranties or agreements regarding such Holderholder, its ownership of and title to the Registrable such holder's Restricted Securities and its such holder's intended method or methods of distribution; disposition as are customarily contemplated by underwriting agreements with ___ respect ___ to ___ secondary ___ distributions ___ and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registrationrepresentation required by law.

Underwritten Offerings. (a) If requested the Majority Holders so elect for a Demand Registration, the offering shall be an underwritten offering with an underwriter or underwriters selected by the underwriters for any underwritten Majority Holders. If the offering by the Holders is other than pursuant to a Demand Registration, NFN and the Company shall Majority Holders will mutually agree as to the selection of an underwriter or underwriters. If requested by the underwriter(s) for any underwritten offering by Holders of Registrable Securities pursuant to a Registration, NFN will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriter(s) for such offering, such agreement shall to be reasonably satisfactory in substance and form and substance to the Majority Participating Holders and shall the underwriter(s) and to contain such representations and warranties by, and such other agreements on the part of, the Company by NFN and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities. Any Participating Holder shall The Holders of the Registrable Securities proposed to be a party sold by such underwriter(s) will reasonably cooperate with NFN in the negotiation of the underwriting agreement and will enter into custody agreements and execute powers of attorney as reasonably required by such underwriter or underwriters. Such Holders of Registrable Securities to be sold by such underwriters may be parties to such underwriting agreement andand may, at its their option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company NFN to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company shall Holders. Any such Holder is not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. No Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters with NFN other than representations, warranties or agreements regarding such Holder, its ownership of and title to the Registrable Securities and its 's intended method of distribution; and distribution or any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registrationrequired by applicable law.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders pursuant to a Demand Registrationregistration requested under Section 2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders Representative and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Participating Holder participating in the offering shall be a party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating selling Holder for inclusion in the registration statement. No Holder shall be required to make any representations or warranties to, to or agreements with, with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.

Underwritten Offerings. (a) If any Common Shares to be registered under the Securities Act as contemplated by this Section 5.2 are to be distributed by or through one or more underwriters, and the Investor has requested that its Shares be included in such offering as provided in Section 5.2(a), then IPT shall not be obligated to include the Investor's Shares in such offering unless the Investor accepts the terms of the underwritten offering agreed on between the Company or the Requesting Holder, as the case may be, and the underwriters selected by the Company or the Requesting Holder, as the case may be. Furthermore, if requested by the underwriters, the Investor agrees to enter into an agreement with such underwriters for not to sell any underwritten offering Common Shares owned by the Holders pursuant Investor for a period of time (not to exceed 180 days) after the effectiveness of a Demand Registration, registration statement equal to the Company period of time which the sellers of Common Shares in such registration have agreed not to sell the Common Shares owned by them after the effectiveness of such registration statement. The Investor shall enter into a customary be party to the underwriting agreement with between IPT or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to Requesting Holder, as the Majority Participating Holders and shall contain such representations and warranties bycase may be, and such other agreements on the part of, the Company underwriters and such other terms as are generally prevailing in agreements of that type. Any Participating Holder shall be a party to such underwriting agreement andmay, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company IPT to and for the benefit of such underwriters shall also shall be made to and for the benefit of such Holder Investor and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company Investor. The Investor shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. No Holder shall be required to make any representations or warranties to, or agreements with, the Company with IPT or the underwriters other than representations, warranties or agreements regarding such Holderthe Investor, its ownership the Investor's Common Shares or other securities of and title to IPT, the Registrable Securities and its Investor's intended method of distribution; distribution and any liability of such Holder to any underwriter representations, warranties or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registrationagreements required by law.

Underwritten Offerings. (a) 4.1 Underwriting Agreement ---------------------- If requested by the underwriters for any underwritten offering by the Holders holders of Registrable Securities pursuant to a Demand Registrationregistration under Section 1, the Company shall enter into a customary an underwriting agreement with the underwriters. Such underwriters for such offering, which underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms and provisions as are generally prevailing customarily contained in agreements of that this type, including, without limitation, indemnities to the effect and to the extent provided in Section 7. Any Participating Holder The holders of Registrable Securities to be distributed by such underwriters shall be a party parties to such underwriting agreement andand may, at its their option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Holder; provided, however, that the Company holders of Registrable Securities. No underwriting agreement (or other agreement in connection with such offering) shall not be required require any holder of Registrable Securities to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. No Holder shall be required to make any representations or warranties to, or agreements with, with the Company or the underwriters other than representations, warranties or agreements regarding such Holderholder, its the ownership of and title to the such holder's Registrable Securities and its such holder's intended method or methods of distribution; disposition and any liability of such Holder to any underwriter other representation (x) required by law or other Person under such underwriting agreement shall (y) regarding information which can only be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives obtained from such registrationholder and is reasonably required by the managing underwriter.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders pursuant to a Demand Registration, registration requested under Section 2.1 the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Participating Holder participating in the offering shall be a party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating selling Holder for inclusion in the registration statement. No Holder shall be required to make any representations or warranties to, to or agreements with, with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.

Underwritten Offerings. (a) If requested the Majority Holders so elect for a Demand Registration, the offering shall be an underwritten offering with an underwriter or underwriters selected by the underwriters for any underwritten Majority Holders. If the offering by the Holders is other than pursuant to a Demand Registration, NFN and the Company shall Majority Holders will mutually agree as to the selection of an underwriter or underwriters. If requested by the underwriter(s) for any underwritten offering by Holders of Registrable Securities pursuant to a Registration, NFN will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriter(s) for such offering, such agreement shall to be reasonably satisfactory in substance and form and substance to the Majority Participating Holders and shall the underwriter(s) and to contain such representations and warranties by, and such other agreements on the part of, the Company by NFN and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities. Any Participating Holder shall The Holders of the Registrable Securities proposed to be a party sold by such underwriter(s) will reasonably cooperate with NFN in the negotiation of the underwriting agreement and will enter into custody agreements and execute powers of attorney as reasonably required by such underwriter or underwriters. Such Holders of Registrable Securities to be sold by such underwriters may be parties to such underwriting agreement andand may, at its their option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company NFN to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company Holders. Any such Holder shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. No Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters with NFN other than representations, warranties or agreements regarding such Holder, its ownership of and title to the Registrable Securities and its 's intended method of distribution; and distribution or any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registrationrequired by applicable law.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders holders of Registrable Securities pursuant to a Demand the Shelf Registration, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting agreement shall be such underwriters for such offering which is satisfactory in substance and form and substance to the Majority Participating Holders Company, holders of a majority of the Registrable Securities included in such offering and shall contain the underwriters and contains such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including without limitation indemnities to the effect and to the extent provided in Section 2.7. Any Participating Holder The holders of the Registrable Securities included in such offering will cooperate with the Company in the negotiation of the underwriting agreement and will give consideration to the reasonable requests of the Company regarding the form thereof; however, such cooperation and consideration does not diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be a party parties to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementagreement. No Holder holder of Registrable Securities shall be required to make any representations or warranties to, to or agreements with, with the Company or the underwriters other than representations, warranties or agreements regarding (i) such Holderholder, its ownership of and title to the (ii) such holder's Registrable Securities and its Securities, (iii) such holder's intended method of distribution; and any liability distribution of Registrable Securities, (iv) information supplied by such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal holder in writing to the proceeds Company specifically for use in the Shelf Registration, (net of expenses v) other representations required by law and underwriting discounts (vi) with respect to agreements with the underwriters, such other agreements not inconsistent with this Agreement as are reasonably requested by such underwriters and commissions) that it derives from are customary for such registrationtransactions.