Common use of Bring Down Opinions; Negative Assurance Clause in Contracts

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation.

Appears in 28 contracts

Samples: At the Market Offering Agreement (Tharimmune, Inc.), At the Market Offering Agreement (Ascent Solar Technologies, Inc.), At the Market Offering Agreement (Innovative Eyewear Inc)

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Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on the date of commencement or recommencement, effectiveness of such Representation Dateamendment, the date of filing with the Commission of such supplement or other document, the Time of Delivery, or promptly upon such request, as the case may be, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation.

Appears in 3 contracts

Samples: Sales Agreement (Netlist Inc), At the Market Offering Agreement (Cavico Corp), Controlled Equity Offering Agreement (Biolase Technology Inc)

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) and the Company’s Washington state counsel addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation.

Appears in 2 contracts

Samples: At the Market Offering Agreement (New Age Beverages Corp), At the Market Offering Agreement (New Age Beverages Corp)

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) and the Company’s local counsel, if different than the Company Counsel, addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation.

Appears in 2 contracts

Samples: Sales Agreement (NewAge, Inc.), At the Market Offering Agreement (New Age Beverages Corp)

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager (i) a written opinion of counsel to the Company (“Company Counsel”) and (ii) a written opinion of intellectual property counsel to the Company, each addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation.

Appears in 1 contract

Samples: At the Market Offering Agreement (Calidi Biotherapeutics, Inc.)

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) ), including a negative assurance representation, addressed to the Manager and dated and delivered on such Representation Date, in form and substance substantially similar to the opinion delivered by Company Counsel pursuant to Section 6(b) and reasonably satisfactory to the Manager, including a negative assurance representation.

Appears in 1 contract

Samples: At the Market Offering Agreement (Transgenomic Inc)

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation, provided, however, that the Company shall be required to furnish to the Manager no more than one such opinion of Company Counsel per calendar quarter.

Appears in 1 contract

Samples: At the Market Offering Agreement (General Moly, Inc)

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Bring Down Opinions; Negative Assurance. At each Representation Date, Date unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation.

Appears in 1 contract

Samples: At the Market Offering Agreement (Intelligent Bio Solutions Inc.)

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Lead Manager and to counsel to the Lead Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager Managers and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Lead Manager, including a negative assurance representation.

Appears in 1 contract

Samples: At the Market Offering Agreement (Uranium Energy Corp)

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the ManagerManager as provided by Section 2(b)(i)(c), the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representationrepresentation from the Company’s U.S. Counsel.

Appears in 1 contract

Samples: At the Market Offering Agreement (Mad Catz Interactive Inc)

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