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

Bring Down Opinions; Negative Assurance. 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 written opinions of United States counsel to the Company and Israel counsel to the Company (collectively, “Company Counsel”) addressed to the Manager and dated and delivered within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation of United States counsel to the Company. The requirement to furnish or cause to be furnished opinions (but not with respect to a negative assurance representation of United States counsel) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The requirement to provide an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no Sales Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, (x) the Company shall provide to the Manager with such opinions and negative assurance under this Section 4(l) at the Effective Time and (y) (i) upon the delivery of the first Sales Notice hereunder and (ii) if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver and did not provide the Manager with opinions and a negative assurance representation under this Section 4(l), then before the Manager sells any Shares, the Company shall provide the Manager with such opinions and negative assurance, dated the date of the Sales Notice.

Bring Down Opinions; Negative Assurance. 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 opinions opinion of United States counsel to the Company and Israel counsel to the Company (collectively, “Company Counsel”) addressed to the Manager and dated and delivered within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation of United States counsel to the Companyrepresentation. The requirement to furnish or cause to be furnished opinions an opinion (but not with respect to a negative assurance representation of United States counselrepresentation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a new Registration Statement is filed and declared effective or a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The Notwithstanding the foregoing, the requirement to provide an opinion or and/or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no Sales Notice is pendingpending or a suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoingK, (x) the Company shall provide to the Manager with such opinions and negative assurance under this Section 4(l) at the Effective Time and (y) (i) upon the delivery of the first Sales Notice hereunder and (ii) provided, however, that, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver and did not provide the Manager with opinions and a an opinion and/or negative assurance representation under this Section 4(l), then before the Company instructs the Manager sells any Sharesto sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinions and opinion and/or negative assurance, dated the date of the Sales Notice.assurance representation

Bring Down Opinions; Negative Assurance. 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 opinions opinion of United States counsel to the Company and Israel counsel to the Company (collectively, “Company Counsel”) addressed to the Manager and dated and delivered within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation of United States counsel to the Companyrepresentation. The requirement to furnish or cause to be furnished opinions an opinion (but not with respect to a negative assurance representation of United States counselrepresentation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a new Registration Statement is filed and declared effective or a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The requirement to provide an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no Sales Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, (x) the Company shall provide to the Manager with such opinions and negative assurance under this Section 4(l) at the Effective Execution Time and (y) ) (i) upon the delivery of the first Sales Notice hereunder and (ii) if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver and did not provide the Manager with opinions and a negative assurance representation under this Section 4(l), then before the Manager sells any Shares, the Company shall provide the Manager with such opinions and negative assurance, dated the date of the Sales Notice.

Bring Down Opinions; Negative Assurance. 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 opinions opinion of United States counsel to the Company and Israel counsel to the Company (collectively, “Company Counsel”) addressed to the Manager and dated and delivered within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation representation, provided, however, that if Company Counsel has previously furnished to the Manager such written opinion and negative assurance in the form previously agreed between the Company and the Manager, then Company Counsel may, in respect of United States any future Representation Date, furnish the Manager with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the Companyeffect that the Manager may rely on the prior opinion and, negative assurance of such counsel delivered pursuant to this Section 4(l) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of such Reliance Letter). The requirement to furnish or cause to be furnished opinions an opinion (but not with respect to a negative assurance representation of United States counselrepresentation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The Further, the requirement to provide furnish or cause to be furnished an opinion or and a negative assurance representation letter under this Section 4(l) shall be waived for any such Representation Date occurring at on a time at date on which no Sales Notice instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoingprovided that, (x) the Company shall provide to the Manager with such opinions and negative assurance under this Section 4(l) at the Effective Time and (y) (i) upon the delivery of the first Sales Notice hereunder and (ii) if the Company subsequently decides to sell Shares following a any such Representation Date when the Company relied on such waiver and did not provide the Manager with opinions and a an opinion and/or negative assurance representation under letter pursuant to this Section 4(l), then before the Company instructs the Manager sells any Sharesto sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinions opinion and negative assurance, dated the date of the Sales Noticeassurance representation letter.

Bring Down Opinions; Negative Assurance. 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 opinions opinion of United States counsel to the Company and Israel counsel to the Company (collectively, “Company Counsel”) addressed to the Manager and dated and delivered within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation of United States counsel to the Companyrepresentation. The requirement to furnish or cause to be furnished opinions an opinion (but not with respect to a negative assurance representation of United States counselrepresentation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The Notwithstanding the foregoing, the requirement to provide an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no Sales Notice is pendingpending or a suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, (x) the Company shall provide to the Manager with such opinions and negative assurance under this Section 4(l) at the Effective Time and (y) (i) upon the delivery of the first Sales Notice hereunder and (ii) if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver and did not provide the Manager with opinions and a an opinion or negative assurance representation under this Section 4(l), then before the Manager sells any Shares, the Company shall provide the Manager with such opinions and opinion or negative assurance, assurance representation dated the date of the Sales Notice.

Bring Down Opinions; Negative Assurance. 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 written opinions of United States counsel to the Company and Israel counsel to the Company (collectively, “Company Counsel”) addressed to the Manager and dated and delivered within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation of United States counsel to the Company. The requirement to furnish or cause to be furnished opinions an opinion (but not with respect to a negative assurance representation of United States counselcounsel to the Company) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 1020-K F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The Manager hereby agrees that United States counsel to the Company may provide a reliance letter for a previously delivered negative assurance representation, stating that such negative assurance representation may continue to be relied on, in lieu of providing a negative assurance representation on any such date. The requirement to provide an opinion or a negative assurance representation under this Section 4(l) of United States counsel to the Company shall be waived for any Representation Date occurring at a time at which no Sales Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its Annual Report on Form 1020-K. F. Notwithstanding the foregoing, (x) the Company shall provide to the Manager with such opinions and negative assurance under this Section 4(l) at the Effective Time and (y) (i) upon the delivery of the first Sales Notice hereunder and (ii) if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver and did not provide the Manager with opinions and a negative assurance representation under this Section 4(l)of United States counsel to the Company, then before the Manager sells any Shares, the Company shall provide the Manager with such opinions and negative assurance, dated the date of the Sales Notice.

Bring Down Opinions; Negative Assurance. 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 opinions opinion of Xxxxxxxx LLP, Irish counsel to the Company (“Irish Counsel”) and a written opinion of United States counsel to the Company and Israel counsel to the Company Company, Xxxxxx Xxxxxxx & Xxxxxxx LLP (collectively“US Counsel” and, collectively with Irish Counsel, “Company Counsel”) addressed to the Manager and dated and delivered within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation of United States counsel to the Companyfrom US Counsel. The requirement to furnish or cause to be furnished opinions an opinion (but not with respect to a negative assurance representation of United States counselfrom US Counsel) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 1020-K F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The Notwithstanding the foregoing, the requirement to provide an opinion or negative assurance representation under this Section 4(l) shall be deliver the certificate hereunder is hereby deemed waived for any Representation Date occurring at a time at which no Sales Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, (x) the Company shall provide to the Manager with such opinions and negative assurance under this Section 4(l) at the Effective Time and (y) (i) upon the delivery of the first Sales Notice hereunder and (ii) if . If the Company subsequently decides to sell Shares ADSs following a Representation Date when the Company relied on such deemed waiver and did not provide deliver to the Manager with opinions and a negative assurance representation under the certificate required by this Section 4(l)section, then before the Company delivers the Sales Notice or the Manager sells any SharesADSs, the Company shall provide deliver the Manager with certificate required by this section. In such opinions and negative assuranceevent, dated the date of the such Sales NoticeNotice shall be deemed a Representation Date.

Bring Down Opinions; Negative Assurance. 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 opinions opinion of United States securities counsel to the Company and Israel Utah counsel to the Company (collectively, “Company Counsel”) ), including a negative assurance representation from securities counsel to the Company, addressed to the Manager and dated and delivered within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager; provided, including a however, that, if Company Counsel has previously furnished to the Manager such written opinion and negative assurance representation in the form previously agreed between the Company and the Manager, then Company Counsel may, in respect of United States any future Representation Date, furnish the Manager with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the Companyeffect that the Manager may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 4(l) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter). The requirement to furnish or cause to be furnished opinions an opinion (but not with respect to a negative assurance representation of United States counselrepresentation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a new Registration Statement is filed, a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The Further, the requirement to provide furnish or cause to be furnished an opinion or and a negative assurance representation letter under this Section 4(l) shall be waived for any such Representation Date occurring at on a time at date on which no Sales Notice instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoingprovided that, (x) the Company shall provide to the Manager with such opinions and negative assurance under this Section 4(l) at the Effective Time and (y) (i) upon the delivery of the first Sales Notice hereunder and (ii) if the Company subsequently decides to sell Shares following a any such Representation Date when the Company relied on such waiver and did not provide the Manager with opinions and a negative assurance representation under letter pursuant to this Section 4(l), then before the Company instructs the Manager sells any Sharesto sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinions opinion and negative assurance, dated the date of the Sales Noticeassurance representation letter.

Bring Down Opinions; Negative Assurance. 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 written opinions of United States counsel to the Company and Israel Cayman Islands counsel to the Company (collectively, “Company Counsel”) addressed to the Manager and dated and delivered within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation of United States counsel to the Companycounsel. The requirement to furnish or cause to be furnished opinions an opinion (but not with respect to a negative assurance representation of United States counsel) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 1020-K F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The requirement to provide an opinion furnish or cause to be furnished the written opinions of Company Counsel and negative assurance representation of United States counsel under this Section 4(l) shall be waived for any Representation Date occurring at on a time at date on which no Sales Notice instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its Annual Report on Form 10-K. . Notwithstanding the foregoing, (x) the Company shall provide to the Manager with such opinions and negative assurance under this Section 4(l) at the Effective Time and (y) (i) upon the delivery of the first Sales Notice hereunder and (ii) if the Company subsequently decides to sell Shares following a any Representation Date when the Company relied on such waiver and did not provide the Manager with the written opinions and of Company Counsel or a negative assurance representation under of United States counsel pursuant to this Section 4(l), then before the Company instructs either Manager sells any Sharesto sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinions and or negative assurance, dated the date of the Sales Noticeassurance representation.

Bring Down Opinions; Negative Assurance. 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 opinions opinion(s) of United States counsel to the Company and Israel counsel to the Company (collectively, “Company Counsel”) addressed to the Manager and dated and delivered within five (5) Trading Days of such Representation Date, of the same tenor as the opinion(s) delivered by Company Counsel pursuant to Section 6(b) of this Agreement and otherwise in form and substance reasonably satisfactory to the Manager, including a negative assurance representation and a written opinion of S-3 counsel (if different than Company Counsel) to the Company (“Company S-3 Counsel”) addressed to the Manager and dated and delivered within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation of United States counsel to the Company. The requirement to furnish or cause to be furnished opinions an opinion (but not with respect to a negative assurance representation of United States counselrepresentation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder; provided that an opinion of Company S-3 Counsel shall not be required under this Section 4(l) unless the Registration Statement or Prospectus shall have been materially amended, excluding the filing of any Incorporated Document. The Notwithstanding the foregoing, the requirement to provide an opinion furnish or cause to be furnished a negative assurance representation (or, as applicable, an opinion) under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no Sales Notice is pendingpending or a suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, (x) the Company shall provide to the Manager with such opinions and negative assurance under this Section 4(l) at the Effective Time and (y) (i) upon the delivery of the first Sales Notice hereunder and (ii) if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver and did not provide the Manager with opinions and a negative assurance representation (or, as applicable, an opinion) under this Section 4(l), then before the Manager sells any Shares, the Company shall provide the Manager with such opinions and a negative assuranceassurance representation (or, as applicable, an opinion), dated the date of the Sales Notice.