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 with respect to which the Company is obligated to deliver a certificate pursuant to Section 5(k) for which no waiver is applicable or unless otherwise waived by the Lead Manager, the Company shall furnish or cause to be furnished forthwith to the Managers and to counsel to the Managers written opinions and a negative assurance letter of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company ("U.S. Company Counsel") and written opinions of Blake, Xxxxxxx & Xxxxxxx LLP, Canadian counsel for the Company ("Canadian Company Counsel" and, collectively with U.S. Company Counsel, "Company Counsel") addressed to the Managers and dated and delivered the date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Lead Manager, provided that, in lieu of such opinions and, in the case of U.S. Company Counsel, negative assurance letter for subsequent Representation Dates after the initial delivery of the opinions of Company Counsel hereunder, Company Counsel may furnish the Managers with a reliance letter to the effect that the Managers may rely on a prior opinion delivered under this Section 5(l) to the same extent as if it were dated on the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement, the U.S. Prospectus and Canadian Prospectus, as applicable, as amended or supplemented as of the date of such reliance letter).

Bring Down Opinions; Negative Assurance. Within three (3) Trading On the date hereof and within 10 Business Days of each subsequent Representation Date with respect and in any event prior to which the delivery of the first Sales Notice following such Representation Date (and any Sales Notices delivered prior to, and effective following, a Representation Date shall be suspended by the Company (with written notice to the Lead Manager) until this provision is obligated to deliver a certificate pursuant to Section 5(k) for which no waiver is applicable or complied with), unless otherwise waived by the Lead Manager, the Company shall furnish or cause to be furnished forthwith to the Managers and to counsel to the Managers a written opinions opinion and a negative assurance letter of Xxxx, Weiss, Rifkind, Xxxxxx & Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for to the Company ("“U.S. Company Counsel"”) and a written opinions opinion of Blake, Xxxxxxx & Xxxxxxx Stikeman Elliot LLP, Canadian counsel for to the Company ("“Canadian Company Counsel" ” and, collectively together with U.S. Company Counselcounsel, "“Company Counsel"”) addressed to the Managers and dated and delivered the date that the opinions are required to be opinion is delivered, in form and substance reasonably satisfactory to the Lead ManagerManagers, provided thatincluding a negative assurance representation, as applicable; provided, however, that in the absence of a Material Adverse Effect, the Company shall be required to furnish to the Managers no more than one opinion per calendar quarter from each Company Counsel; and provided, further, that in lieu of such opinions and, in the case of U.S. Company Counsel, negative assurance letter for subsequent Representation Dates after the initial delivery of the opinions of Company Counsel hereunderdate hereof, Company Counsel may furnish the Managers with a reliance letter (a “Reliance Letter”) to the effect that the Managers may rely on a prior opinion delivered under this Section 5(l5(m) to the same extent as if it were dated on the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement, the U.S. Prospectus and Canadian Prospectus, as applicable, as amended or supplemented as of the date of such reliance letterthe Reliance Letter).

Bring Down Opinions; Negative Assurance. Within three (3) Trading On the date hereof and within 10 Business Days of each subsequent Representation Date with respect and in any event prior to which the delivery of the first Sales Notice following such Representation Date (and any Sales Notices delivered prior to, and effective following, a Representation Date shall be suspended by the Company (with written notice to the Manager) until this provision is obligated to deliver a certificate pursuant to Section 5(k) for which no waiver is applicable or complied with), unless otherwise waived by the Lead Manager, the Company shall furnish or cause to be furnished forthwith to the Managers Manager and to counsel to the Managers Manager a written opinions opinion of Canadian and a negative assurance letter of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. United States counsel for to the Company ("U.S. Company Counsel") and written opinions of Blake, Xxxxxxx & Xxxxxxx LLP, Canadian counsel for the Company ("Canadian Company Counsel" and, collectively with U.S. Company Counsel, "Company Counsel") addressed to the Managers Manager and dated and delivered the date that the opinions are required to be opinion is delivered, in form and substance reasonably satisfactory to the Lead Manager, provided thatincluding a negative assurance representation; provided, however, that in the absence of a Material Adverse Effect, the Company shall be required to furnish to the Manager no more than one opinion per calendar quarter from each Company Counsel; and provided, further, that in lieu of such opinions and, in the case of U.S. Company Counsel, negative assurance letter for subsequent Representation Dates after the initial delivery of the opinions of Company Counsel hereunderdate hereof, Company Counsel may furnish the Managers Manager with a reliance letter (a "Reliance Letter") to the effect that the Managers Manager may rely on a prior opinion delivered under this Section 5(l) to the same extent as if it were dated on the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement, the U.S. Prospectus and Canadian Prospectus, as applicable, as amended or supplemented as of the date of such reliance letterthe Reliance Letter).

Bring Down Opinions; Negative Assurance. Within three (3) Trading On the date hereof and within 10 Business Days of each subsequent Representation Date with respect and in any event prior to which the delivery of the first Sales Notice following such Representation Date (and any Sales Notices delivered prior to, and effective following, a Representation Date shall be suspended by the Company (with written notice to the Manager) until this provision is obligated to deliver a certificate pursuant to Section 5(k) for which no waiver is applicable or complied with), unless otherwise waived by the Lead Manager, the Company shall furnish or cause to be furnished forthwith to the Managers Manager and to counsel to the Managers Manager a written opinions and a negative assurance letter opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for to the Company ("U.S. “Company Counsel") and written opinions of Blake, Xxxxxxx & Xxxxxxx LLP, Canadian counsel for the Company ("Canadian Company Counsel" and, collectively with U.S. Company Counsel, "Company Counsel"”) addressed to the Managers Manager and dated and delivered the date that the opinions are required to be opinion is delivered, in form and substance reasonably satisfactory to the Lead Manager, provided thatincluding a negative assurance representation; provided, however, that in the absence of a Material Adverse Effect, the Company shall be required to furnish to the Manager no more than one opinion per calendar quarter from each Company Counsel; and provided, further, that in lieu of such opinions and, in the case of U.S. Company Counsel, negative assurance letter for subsequent Representation Dates after the initial delivery of the opinions of Company Counsel hereunderdate hereof, Company Counsel may furnish the Managers Manager with a reliance letter (a “Reliance Letter”) to the effect that the Managers Manager may rely on a prior opinion delivered under this Section 5(l) to the same extent as if it were dated on the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement, the U.S. Prospectus and Canadian Prospectus, as applicable, as amended or supplemented as of the date of such reliance letterthe Reliance Letter).

Bring Down Opinions; Negative Assurance. Within three (3) Trading On the date hereof and within ten Business Days of each subsequent Representation Date with respect and in any event prior to which the delivery of the first Sales Notice following such Representation Date (and any Sales Notices delivered prior to, and effective following, a Representation Date shall be suspended by the Company (with written notice to the Manager) until this provision is obligated to deliver a certificate pursuant to Section 5(k) for which no waiver is applicable or complied with), unless otherwise waived by the Lead Manager, the Company shall furnish or cause to be furnished forthwith to the Managers Manager and to counsel to the Managers Manager (i) the written opinions opinion and a negative assurance letter of Xxxx, Weiss, Rifkind, Xxxxxx & Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company ("U.S. Company Counsel") and (ii) the written opinions opinion of Blake, Xxxxxxx & Xxxxxxx LLPXxXxxxxx Xxxxxxxx, Canadian counsel for the Company ("Canadian Company Counsel" and, collectively with U.S. Company Counsel, "Company Counsel") ), in each case addressed to the Managers Manager and dated and delivered the date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Lead Manager, provided thatincluding a negative assurance representation; provided, however, that in the absence of a Material Adverse Effect, the Company shall be required to furnish to the Manager no more than one opinion per calendar quarter from each Company Counsel; and provided, further, that in lieu of such opinions and, in the case of U.S. Company Counsel, negative assurance letter for subsequent Representation Dates after the initial delivery of the opinions of Company Counsel hereunderdate hereof, Company Counsel may furnish the Managers Manager with a reliance letter (a "Reliance Letter") to the effect that the Managers Manager may rely on a prior opinion delivered under this Section 5(l5(m) to the same extent as if it were dated on the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement, the U.S. Prospectus and Canadian Prospectus, as applicable, as amended or supplemented as of the date of such reliance letterthe Reliance Letter).

Bring Down Opinions; Negative Assurance. Within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 5(k) for which no waiver is applicable or unless otherwise waived by the Lead Manager, the Company shall furnish or cause to be furnished forthwith to the Managers and to counsel to the Managers written opinions and a negative assurance letter of Xxxx, Weiss, Rifkind, Xxxxxxxx Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company ("“U.S. Company Counsel"”) and written opinions of Blake, Xxxxxxx & Xxxxxxx LLP, Canadian counsel for the Company ("“Canadian Company Counsel" ” and, collectively with U.S. Company Counsel, "“Company Counsel"”) addressed to the Managers and dated and delivered the date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Lead Manager, including a negative assurance representation, provided that, in lieu of such opinions and, in the case of U.S. Company Counsel, and negative assurance letter representation for subsequent Representation Dates after the initial delivery of the opinions of Company Counsel hereunder, Company Counsel may furnish the Managers with a reliance letter (a “Reliance Letter”) to the effect that the Managers may rely on a prior opinion delivered under this Section 5(l) to the same extent as if it were dated on the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement, the U.S. Prospectus and Canadian Prospectus, as applicable, as amended or supplemented as of the date of such reliance letterthe Reliance Letter).

Bring Down Opinions; Negative Assurance. Within three (3) Trading On the date hereof and within 10 Business Days of each subsequent Representation Date with respect and in any event prior to which the delivery of the first Sales Notice following such Representation Date (and any Sales Notices delivered prior to, and effective following, a Representation Date shall be suspended by the Company (with written notice to the Lead Manager) until this provision is obligated to deliver a certificate pursuant to Section 5(k) for which no waiver is applicable or complied with), unless otherwise waived by the Lead Manager, the Company shall furnish or cause to be furnished forthwith to the Managers and to counsel to the Managers a written opinions and a negative assurance letter opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for to the Company ("U.S. “Company Counsel") and written opinions of Blake, Xxxxxxx & Xxxxxxx LLP, Canadian counsel for the Company ("Canadian Company Counsel" and, collectively with U.S. Company Counsel, "Company Counsel"”) addressed to the Managers and dated and delivered the date that the opinions are required to be opinion is delivered, in form and substance reasonably satisfactory to the Lead ManagerManagers, provided thatincluding a negative assurance representation; provided, however, that in the absence of a Material Adverse Effect, the Company shall be required to furnish to the Managers no more than one opinion per calendar quarter from each Company Counsel; and provided, further, that in lieu of such opinions and, in the case of U.S. Company Counsel, negative assurance letter for subsequent Representation Dates after the initial delivery of the opinions of Company Counsel hereunderdate hereof, Company Counsel may furnish the Managers with a reliance letter (a “Reliance Letter”) to the effect that the Managers may rely on a prior opinion delivered under this Section 5(l5(m) to the same extent as if it were dated on the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement, the U.S. Prospectus and Canadian Prospectus, as applicable, as amended or supplemented as of the date of such reliance letterthe Reliance Letter).