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 Xxxxxxx Coie LLP (or the Company’s then counsel), 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. The requirement to furnish or cause to be furnished an opinion under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. 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 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 opinion.

Bring Down Opinions; Negative Assurance. At Within three (3) 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 Xxxxxxx Coie LLP Company Israeli Counsel and (or the Company’s then counsel)ii) a negative assurance representation of Company U.S. Counsel, counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on as of such Representation Datedate, 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 a negative assurance representation letter under this Section 4(l) shall be waived for any Representation Date occurring at on a time at 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. 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 an opinion a negative assurance representation letter pursuant to this Section 4(l), then before the Company instructs an the Manager to sell Shares ADSs pursuant to this Agreement, the Company shall provide the Manager such opinionnegative assurance representation letter.

Bring Down Opinions; Negative Assurance. At 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 and to counsel to the Manager a written opinion of Xxxxxxx Coie LLP (or the Company’s then counsel), negative assurance representation letter from counsel to the Company (“Company Counsel”) addressed to the Manager and dated on and delivered on as of such Representation Datedate, 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 a negative assurance representation letter under this Section 4(l) shall be waived for any Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, 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 an opinion a negative assurance representation letter 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 opinionnegative assurance representation letter.

Bring Down Opinions; Negative Assurance. At Within five (5) 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 written opinion of Xxxxxxx Coie LLP (or the Company’s then counsel), counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation 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 at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. 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 an opinion a negative assurance representation letter pursuant to this Section 4(l), then before the Company instructs an the either Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinionopinion and negative assurance representation letter.

Bring Down Opinions; Negative Assurance. 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 Manager Managers a written opinion of Xxxxxxx Coie LLP (or the Company’s then counsel), 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 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 at on a time at 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. 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 an opinion Managers a negative assurance representation letter pursuant to this Section 4(l), then before the Company instructs an the either Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager Managers such opinionopinion and negative assurance representation letter.

Bring Down Opinions; Negative Assurance. At Within three (3) 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 Xxxxxxx Coie LLP Company Israeli Counsel and (or the Company’s then counsel)ii) a written opinion and negative assurance representation of Company U.S. Counsel, counsel to the Company (“Company Counsel”) in each case addressed to the Manager and dated and delivered as on such Representation Datedate, 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 a negative assurance representation letter under this Section 4(l) shall be waived for any Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. 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 an opinion a negative assurance representation letter 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 opinionnegative assurance representation letter.

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 Xxxxxxx Coie LLP (or the Company’s then counsel), 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. The requirement to furnish or cause to be furnished an opinion and/or negative assurance representation of Company Counsel under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. 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 an opinion and/or negative assurance representation 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 opinionan opinion and/or negative assurance representation.

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 Xxxxxxx Coie LLP (or the Company’s then counsel), 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. The requirement to furnish or cause to be furnished an opinion a negative assurance representation letter under this Section 4(l) shall be waived for any Representation Date occurring at on a time at date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. 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 an opinion a negative assurance representation letter 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 opinionnegative assurance representation letter.