Common use of Closing Date Opinion of Counsel Clause in Contracts

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received (i) the opinion and (ii) a written statement providing certain “10b-5” negative assurances, in each case, of Xxxxx LPC (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the forms set forth as Exhibits D and E hereto, respectively.

Appears in 6 contracts

Samples: Underwriting Agreement (Veg House Holdings Inc.), Underwriting Agreement (LQR House Inc.), Underwriting Agreement (LQR House Inc.)

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Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received (i) the opinion and (ii) a written statement providing certain “10b-5” negative assurances, in each case, of Xxxxx LPC Carmel, Mxxxxxx & Fxxx LLP (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the forms set forth as Exhibits D and E hereto, respectively.

Appears in 3 contracts

Samples: Underwriting Agreement (Healthcare Triangle, Inc.), Underwriting Agreement (Healthcare Triangle, Inc.), Underwriting Agreement (Healthcare Triangle, Inc.)

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received (i) the favorable opinion as set forth in Exhibit E hereto and (ii) a written statement providing certain “10b-5” negative assurancesassurances as set forth in Exhibit F hereto of Business Legal Advisors, in each case, of Xxxxx LPC LLC (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the forms set forth as Exhibits D and E hereto, respectivelyRepresentative.

Appears in 3 contracts

Samples: Underwriting Agreement (CW Petroleum Corp), Underwriting Agreement (CW Petroleum Corp), Underwriting Agreement (CW Petroleum Corp)

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Sxxxxxxxx Yxxxx Cxxxxxx & Rxxxx, PC, (i“Company Counsel”) the opinion and (ii) a written statement from Company Counsel providing certain “10b-5” negative assurances, in each case, of Xxxxx LPC (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the forms set forth as Exhibits form of Exhibit D and E attached hereto, respectively.

Appears in 2 contracts

Samples: Underwriting Agreement (AtheroNova Inc.), Underwriting Agreement (AtheroNova Inc.)

Closing Date Opinion of Counsel. (i) On the Closing Date, the Representative shall have received (i) the favorable opinion and (ii) a written statement providing certain “10b-5” negative assurances, in each case, assurances of Xxxxx LPC Xxxxxx Xxxxxxx Xxxxxxx & Li LLC (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the forms set forth as Exhibits D Representative and E hereto, respectivelyRepresentative Counsel.

Appears in 2 contracts

Samples: Underwriting Agreement (Linkage Global Inc), Underwriting Agreement (Linkage Global Inc)

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received (i) the opinion favorable opinion, and (ii) a written statement providing certain “10b-5” negative assurances, in each case, assurances of Xxxxx LPC Xxxxxxxxxx LLC (“Company Counsel”), counsel to the Company, as set forth in Exhibit D hereto, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the forms set forth as Exhibits D and E hereto, respectivelyRepresentative.

Appears in 2 contracts

Samples: Underwriting Agreement (1847 Holdings LLC), Underwriting Agreement (1847 Holdings LLC)

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received (i) the opinion and (ii) a written statement providing certain “10b-5” negative assurances, in each case, of Xxxxx LPC Xxxxxxxxx Xxxx Xxxxxxx Carmel LLP (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the forms set forth as Exhibits D and E hereto, respectively.

Appears in 2 contracts

Samples: Underwriting Agreement (LQR House Inc.), Underwriting Agreement (LQR House Inc.)

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received (i) the opinion and (ii) a written statement providing certain “10b-5” negative assurances, in each case, of Xxxxx LPC Gxxxxxxxx Txxxxxx LLP (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the forms set forth as Exhibits D and Exhibit E hereto, respectively.

Appears in 2 contracts

Samples: Underwriting Agreement (Adamas One Corp.), Underwriting Agreement (Adamas One Corp.)

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion addressed to each of the Underwriters (i) including the opinion Representative), of Xxxxxxxxxx PC, counsel for the Company, to the effect set forth in Exhibit D hereto, and (ii) a written statement providing certain “10b-5” negative assurances, in each case, of Xxxxx LPC (“Company Counsel”), counsel addressed to the Company, Underwriters and dated the Closing Date and addressed Date, each in a form reasonably satisfactory to the Representative, substantially in the forms set forth as Exhibits D and E hereto, respectively.

Appears in 2 contracts

Samples: Underwriting Agreement (NuZee, Inc.), Underwriting Agreement (NuZee, Inc.)

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received (i) the opinion favorable opinion, and (ii) a written statement providing certain “10b-5” negative assurances, in each case, assurances of Xxxxx LPC X. Xxxx, P.A. (“Company Counsel”), counsel to the Company, as set forth in Exhibit D hereto, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the forms set forth as Exhibits D and E hereto, respectivelyRepresentative.

Appears in 2 contracts

Samples: Underwriting Agreement (Onfolio Holdings, Inc), Underwriting Agreement (Onfolio Holdings, Inc)

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, as applicable, the Representative shall have received (i) the favorable opinion of Xxxx & Xxxx, LLC, counsel to the Company, and (ii) a written statement providing certain “10b-5” negative assurances, in each case, of Xxxxx LPC (“Company Counsel”), counsel to the Company, dated the Closing Date or an Option Closing Date, as applicable, and addressed to the Representative, substantially in the forms set forth as Exhibits D and E form of Exhibit C attached hereto, respectively.

Appears in 1 contract

Samples: Underwriting Agreement (Cel Sci Corp)

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Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received (i) the opinion and (ii) a written statement providing certain “10b-5” negative assurances, in each case, of Xxxxx LPC Manatt, Phexxx & Phixxxxx, XLP (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the forms set forth as Exhibits D and E hereto, respectively.

Appears in 1 contract

Samples: Underwriting Agreement (Digital Brands Group, Inc.)

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Xxxxx Xxxxxxx LLP, (i“Company Counsel”) the opinion and (ii) a written statement from Company Counsel providing certain “10b-5” negative assurances, in each case, of Xxxxx LPC (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the forms set forth as Exhibits form of Exhibit D and E attached hereto, respectively.

Appears in 1 contract

Samples: Underwriting Agreement (NanoFlex Power Corp)

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received (i) the favorable opinion and (ii) a written statement providing certain “10b-5” negative assurances, in each case, of Xxxxx LPC Xxxxxxxx Xxxxxxxx & Schole LLP (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the forms set forth as Exhibits D and E hereto, respectively.

Appears in 1 contract

Samples: Underwriting Agreement (Epien Medical, Inc.)

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received (i) the favorable opinion of Xxxx & Xxxx, LLC, counsel to the Company, and (ii) a written statement providing certain “10b-5” negative assurances, in each case, of Xxxxx LPC (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the forms set forth as Exhibits D and E form of Exhibit A attached hereto, respectively.

Appears in 1 contract

Samples: Underwriting Agreement (Cel Sci Corp)

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received (i) the opinion and (ii) a written statement providing certain “10b-5” negative assurances, in each case, of Xxxxx LPC Manatt, Pxxxxx & Pxxxxxxx, LLP (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the forms set forth as Exhibits D and E hereto, respectively.

Appears in 1 contract

Samples: Underwriting Agreement (Digital Brands Group, Inc.)

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received (i) the opinion and (ii) a written statement providing certain “10b-5” negative assurances, in each case, of Xxxxx LPC Xxxxxx, Xxxxxx & Xxxxxxxx, LLP (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the forms set forth as Exhibits D and E hereto, respectively.

Appears in 1 contract

Samples: Underwriting Agreement (Digital Brands Group, Inc.)

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