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 Representative, the Company shall furnish or cause to be furnished forthwith to the Representative and to counsel to the Agents a written opinion of United States counsel to the Company (“Company Counsel”), including a negative assurance representation, addressed to the Agents and dated and delivered within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Representative. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) 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 Representative 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.

Bring Down Opinions; Negative Assurance. Within five (5) Trading Days of each Representation Date, unless waived by the RepresentativeManager, the Company shall furnish or cause to be furnished forthwith to the Representative Manager and to counsel to the Agents Manager a written opinion of United States counsel to the Company (“Company Counsel”), including a negative assurance representation, addressed to the Agents Manager and dated and delivered within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the RepresentativeManager. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) 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 the Prospectus Supplement is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Representative 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.

Bring Down Opinions; Negative Assurance. Within five (5) Trading Days of each Representation Date, unless waived by the RepresentativeManager, the Company shall furnish or cause to be furnished forthwith to the Representative Manager and to counsel to the Agents Manager a written opinion of United States each of counsel to the Company (“Company Counsel”) and intellectual property counsel to the Company (“Company IP Counsel”), including a negative assurance representation, each addressed to the Agents Manager and dated and delivered within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the RepresentativeManager, including a negative assurance representation. The requirement to furnish or cause to be furnished an each opinion (but not with respect to a negative assurance representation) 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 Representative 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.

Bring Down Opinions; Negative Assurance. Within five (5) Trading Days of each Representation Date, unless waived by the RepresentativeManager, the Company shall furnish or cause to be furnished forthwith to the Representative Manager and to counsel to the Agents Manager a written opinion of United States counsel to the Company and a written intellectual property opinion of intellectual property counsel to the Company (collectively, “Company Counsel”), including a negative assurance representation, ) addressed to the Agents Manager and dated and delivered within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the RepresentativeManager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) 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 Representative 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.

Bring Down Opinions; Negative Assurance. Within five (5) Trading Days of each Representation Date, unless waived by the RepresentativeManager, the Company shall furnish or cause to be furnished forthwith to the Representative Manager and to counsel to the Agents Manager a written opinion of United States counsel to the Company (“Company Counsel”), including a negative assurance representation, addressed to the Agents Manager and dated and delivered within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the RepresentativeManager. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) 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 Representative 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.

Bring Down Opinions; Negative Assurance. Within five (5) Trading Days of each Representation Date, unless waived by the RepresentativeManager, the Company shall furnish or cause to be furnished forthwith to the Representative Manager and to counsel to the Agents a Manager written opinion opinions of United States counsel to the Company (“U.S. Counsel and Company Canadian Counsel”), including a negative assurance representation, in each case addressed to the Agents Manager and dated and delivered within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the RepresentativeManager, including a negative assurance representation. The requirement to furnish or cause to be furnished an opinion such opinions (but not with respect to such a negative assurance representation) 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 Representative 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.