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

Bring Down Opinions; Negative Assurance. Within three (3) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager a negative assurance representation letter from counsel to the Company (“Company Counsel”) addressed to the Manager and dated on and delivered as of such date, in form and substance reasonably satisfactory to the Manager. The requirement to furnish or cause to be furnished a negative assurance representation letter under this Section 4(l) shall be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending, provided that, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager a negative assurance representation letter pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such negative assurance representation letter.

Bring Down Opinions; Negative Assurance. Within three (3) Trading Business Days of 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 Company Israeli Counsel and (ii) a negative assurance representation letter from counsel to the of Company (“Company U.S. Counsel”) , addressed to the Manager and dated on and delivered as of such date, in form and substance reasonably satisfactory to the Manager. The requirement to furnish or cause to be furnished a negative assurance representation letter under this Section 4(l) shall be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares ADSs pursuant to this Agreement has been delivered by the Company or is pending, provided that. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares ADSs following any Representation Date when the Company relied on such waiver and did not provide the Manager a negative assurance representation letter pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares ADSs pursuant to this Agreement, the Company shall provide the Manager such negative assurance representation letter.

Bring Down Opinions; Negative Assurance. Within three (3) Trading Days of 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 negative assurance representation letter from written opinion of Xxxxxxx Coie LLP (or the Company’s then counsel), counsel to the Company (“Company Counsel”) addressed to the Manager and dated on and delivered as of on such dateRepresentation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished a negative assurance representation letter an opinion under this Section 4(l) shall be waived for any Representation Date occurring on at a date on time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending, provided that. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager a negative assurance representation letter an opinion pursuant to this Section 4(l), then before the Company instructs an the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such negative assurance representation letteropinion.

Bring Down Opinions; Negative Assurance. Within three five (35) Trading Days of 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 negative assurance representation letter from written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated on and delivered as within five (5) Trading Days of such dateRepresentation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion and a negative assurance representation letter under this Section 4(l) shall be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending, provided that. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager a negative assurance representation letter pursuant to this Section 4(l), then before the Company instructs the either Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinion and negative assurance representation letter.

Bring Down Opinions; Negative Assurance. Within three (3) Trading Days of 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 negative assurance representation letter from written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated on and delivered as of on such dateRepresentation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished a an opinion and/or negative assurance representation letter of Company Counsel under this Section 4(l) shall be waived for any Representation Date occurring on at a date on time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending, provided that. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager a an opinion and/or negative assurance representation letter pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such an opinion and/or negative assurance representation letterrepresentation.

Bring Down Opinions; Negative Assurance. Within three (3) Trading Days of 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 negative assurance representation letter from written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated on and delivered as of on such dateRepresentation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished a negative assurance representation letter under this Section 4(l) shall be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending, provided that. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager a negative assurance representation letter pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such negative assurance representation letter.

Bring Down Opinions; Negative Assurance. Within three (3) Trading Business Days of 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 Company Israeli Counsel and (ii) a written opinion and negative assurance representation letter from counsel to the of Company (“Company U.S. Counsel”) , in each case addressed to the Manager and dated on and delivered as of on such date, in form and substance reasonably satisfactory to the Manager. The requirement to furnish or cause to be furnished a negative assurance representation letter under this Section 4(l) shall be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending, provided that. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager a negative assurance representation letter pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such negative assurance representation letter.

Bring Down Opinions; Negative Assurance. Within three (3) Trading Days of At each Representation Date, unless waived by the each Manager, the Company shall furnish or cause to be furnished forthwith to the Manager Managers and to counsel to the Managers a negative assurance representation letter from written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager Managers and dated on and delivered as of on such dateRepresentation Date, in form and substance reasonably satisfactory to the each Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion and a negative assurance representation letter under this Section 4(l) shall be waived for any Representation Date occurring on a date on which no instruction to the Manager Managers to sell Shares pursuant to this Agreement has been delivered by the Company or is pending, provided that. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager Managers a negative assurance representation letter pursuant to this Section 4(l), then before the Company instructs the either Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager Managers such opinion and negative assurance representation letter.