Common use of Agent’s Counsel Legal Opinion Clause in Contracts

Agent’s Counsel Legal Opinion. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, and on each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Agent shall have received such written opinion or opinions of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Agent and the Alternative Placement Agents, dated as of such date, in form and substance satisfactory to the Agent, with respect to such matters as the Agent may reasonably request, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Company with a Reliance Letter to the effect that the Company may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Agent’s Counsel Legal Opinion. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, and on within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E F for which no waiver is applicable, the Agent shall have received such written opinion or opinions of Xxxxx Xxxx Xxxxxxxx & Xxxxxxxx LLP, counsel to the Agent and the Alternative Placement Agents, dated as of such date, in form and substance satisfactory to the Agent, with respect to such matters as the Agent may reasonably request, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Company with a Reliance Letter to the effect that the Company may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Agent’s Counsel Legal Opinion. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, and on within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E F for which no waiver is applicable, the Agent shall have received such written opinion or opinions of Xxxxx Xxxx & Xxxxxxxx Sidley Austin LLP, counsel to the Agent and the Alternative Placement Agents, dated as of such date, in form and substance satisfactory to the Agent, with respect to such matters as the Agent may reasonably request, and the Company shall have furnished to such counsel such documents as they it reasonably request requests for the purpose of enabling them it to pass upon such matters; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Company Agent with a Reliance Letter to the effect that the Company Agent may rely on a prior opinion delivered under this Section 7(p7(r) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Agent’s Counsel Legal Opinion. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, and on within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E F for which no waiver is applicable, the Agent Agents shall have received such written opinion or opinions of Xxxxx Xxxx & Xxxxxxxx LLPSidley Austin llp, counsel to the Agent and the Alternative Placement Agents, dated as of such date, in form and substance satisfactory to the AgentAgents, with respect to such matters as the Agent Agents may reasonably request, and the Company shall have furnished to such counsel such documents as they it reasonably request requests for the purpose of enabling them it to pass upon such matters; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Company Agents with a Reliance Letter to the effect that the Company Agents may rely on a prior opinion delivered under this Section 7(p7(r) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).