Representations Warranties and Indemnification. The Holder may not participate in any registration pursuant to Section 2.1 unless the Holder (x) agrees to sell its Registrable Securities on the basis provided in the underwriting arrangements with respect to such offering and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents and delivers all opinions, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that the Holder shall not be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) the Holder’s ownership of its Registrable Securities to be sold or transferred free and clear of all encumbrances, (ii) the Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of the Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among any of the other parties to such underwriting arrangements, and the liability of the Holder will be in proportion thereto, and provided, further, that so long as the Holder is not the investment adviser to the Corporation, under the terms of any such agreement such liability will be limited to the net amount received by the Holder from the sale of its Registrable Securities pursuant to such registration; and provided, further, that so long as the Holder is not the investment adviser to the Corporation, any such indemnification provided by the Holder shall be limited under the terms of any such agreement to indemnification for information provided by the Holder relating to it specifically for inclusion in the registration statement.
Appears in 3 contracts
Sources: Registration Rights Agreement (Carlyle Secured Lending, Inc.), Registration Rights Agreement (Carlyle Secured Lending, Inc.), Registration Rights Agreement (TCG Bdc, Inc.)
Representations Warranties and Indemnification. The No Holder may not participate in any registration pursuant to Section 2.1 2.2 unless the such Holder (x) agrees to sell its such Holder’s Registrable Securities on the basis provided in the underwriting arrangements with respect to such offering and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents and delivers all opinions, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that the no such Holder shall not be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) the such Holder’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all encumbrances, (ii) the such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of the such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among any of the other parties to such underwriting arrangements, and the liability of the each such Holder will be in proportion thereto, and provided, further, that so long as the Holder is not the investment adviser to the Corporation, under the terms of any such agreement such liability will be limited to the net amount received by the such Holder from the sale of his or its Registrable Securities pursuant to such registration; and provided, further, that so long as the Holder is not the investment adviser to the Corporation, any such indemnification provided by the a Holder selling Registrable Securities shall be limited under the terms of any such agreement to indemnification for information provided by the such Holder relating to it such Holder specifically for inclusion in the registration statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Great Elm Capital Corp.), Subscription Agreement (Full Circle Capital Corp)
Representations Warranties and Indemnification. The No Holder may not participate in any registration pursuant to Section 2.1 unless the such Holder (x) agrees to sell its such Holder’s Registrable Securities on the basis provided in the underwriting arrangements (if any) with respect to such offering and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements (if applicable) and other documents and delivers all opinions, each in customary form, reasonably required under the terms of any such underwriting arrangements; provided, however, that the no such Holder shall not be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) the such Holder’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all encumbrances, (ii) the such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of the such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among any of the other parties to such underwriting arrangements, and the liability of the each such Holder will be in proportion thereto, and provided, further, that so long as the Holder is not the investment adviser to the Corporation, under the terms of any such agreement such liability will be limited to the net amount received by the such Holder from the sale of his or its Registrable Securities pursuant to such registration; and provided, further, that so long as the Holder is not the investment adviser to the Corporation, any such indemnification provided by the a Holder selling Registrable Securities shall be limited under the terms of any such agreement to indemnification for information provided by the such Holder relating to it such Holder specifically for inclusion in the registration statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Great Elm Capital Corp.), Subscription Agreement (Full Circle Capital Corp)
Representations Warranties and Indemnification. The No Holder may not participate in any registration pursuant to Section 2.1 2.2 unless the such Holder (x) agrees to sell its such Holder’s Registrable Securities on the basis provided in the underwriting arrangements with respect to such offering and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents and delivers all opinions, each in customary form, reasonably required under the terms of such underwriting arrangements; providedprovided , howeverhowever , that the no such Holder shall not be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) the such Holder’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all encumbrances, (ii) the such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; providedprovided , furtherfurther , howeverhowever , that the obligation of the such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among any of the other parties to such underwriting arrangements, and the liability of the each such Holder will be in proportion thereto, and providedprovided , furtherfurther , that so long as the Holder is not the investment adviser to the Corporation, under the terms of any such agreement such liability will be limited to the net amount received by the such Holder from the sale of his or its Registrable Securities pursuant to such registration; and providedprovided , furtherfurther , that so long as the Holder is not the investment adviser to the Corporation, any such indemnification provided by the a Holder selling Registrable Securities shall be limited under the terms of any such agreement to indemnification for information provided by the such Holder relating to it such Holder specifically for inclusion in the registration statement.
Appears in 1 contract
Sources: Subscription Agreement
Representations Warranties and Indemnification. The No Holder may not participate in any registration pursuant to Section 2.1 unless the such Holder (x) agrees to sell its such H▇▇▇▇▇’s Registrable Securities on the basis provided in the underwriting arrangements (if any) with respect to such offering and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements (if applicable) and other documents and delivers all opinions, each in customary form, reasonably required under the terms of any such underwriting arrangements; providedprovided , howeverhowever , that the no such Holder shall not be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) the such Holder’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all encumbrances, (ii) the such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; providedprovided , furtherfurther , howeverhowever , that the obligation of the such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among any of the other parties to such underwriting arrangements, and the liability of the each such Holder will be in proportion thereto, and providedprovided , furtherfurther , that so long as the Holder is not the investment adviser to the Corporation, under the terms of any such agreement such liability will be limited to the net amount received by the such Holder from the sale of his or its Registrable Securities pursuant to such registration; and providedprovided , furtherfurther , that so long as the Holder is not the investment adviser to the Corporation, any such indemnification provided by the a Holder selling Registrable Securities shall be limited under the terms of any such agreement to indemnification for information provided by the such Holder relating to it such Holder specifically for inclusion in the registration statement.
Appears in 1 contract
Sources: Subscription Agreement
Representations Warranties and Indemnification. The No Holder may not participate in any registration pursuant to Section 2.1 unless the such Holder (x) agrees to sell its such Holder’s Registrable Securities on the basis provided in the underwriting arrangements with respect to such offering and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents and delivers all opinions, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that the no such Holder shall not be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) the such Holder’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all encumbrances, (ii) the such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of the such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among any of the other parties to such underwriting arrangementsHolders selling Registrable Securities, and the liability of the each such Holder will be in proportion thereto, and provided, further, that so long as the Holder is not the investment adviser to the Corporation, under the terms of any such agreement such liability will be limited to the net amount received by the such Holder from the sale of his or its Registrable Securities pursuant to such registration; and provided, further, that so long as the Holder is not the investment adviser to the Corporation, any such indemnification provided by the a Holder selling Registrable Securities shall be limited under the terms of any such agreement to indemnification for information provided by the such Holder relating to it such Holder specifically for inclusion in the registration statement.
Appears in 1 contract
Sources: Registration Rights Agreement (New Mountain Finance Corp)