Company Counsel Legal Opinions. No later than the second business day following each Representation Date, the Company shall cause to be furnished to the Agents, dated as of such date and addressed to the Agents, in form and substance satisfactory to the Agents, the written opinions of O’Melveny & Xxxxx LLP, Xxxxxxxx & Xxxxx LLP and DLA Piper LLP, outside counsels for the Company, as described in Sections 4(d), 4(e) and 4(f), respectively. In lieu of delivering such an opinion for dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Agents with a “reliance letter” to the effect that the Agents may rely on a prior opinion delivered under this Section 3(s) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent date). The obligations of the Company under this Section 3(s) shall be deferred during any Suspension Period and shall recommence upon the termination of such Suspension Period.
Appears in 2 contracts
Samples: Equity Distribution Agreement (CareTrust REIT, Inc.), Equity Distribution Agreement (CareTrust REIT, Inc.)
Company Counsel Legal Opinions. No later than the second business day following On each Representation Date, the Company shall cause to be furnished to the Agents, dated as of such date and addressed to the Agentseach Agent, in form and substance reasonably satisfactory to the Agentseach Agent, the written opinions opinion of O’Melveny Xxxxxx, Xxxx & Xxxxx LLPXxxxxxxx, Xxxxxxxx & Xxxxx LLP and DLA Piper LLP, outside counsels counsel for the Company, as described in Sections Section 4(d), 4(e) but modified as necessary to relate to the Registration Statement and 4(f)the Prospectus, respectivelyas amended and supplemented to the time of delivery of such opinion. In lieu of delivering such an opinion for dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Agents with a letter (a “reliance letter” Reliance Letter”) to the effect that the Agents each Agent may rely on a prior opinion delivered under this Section 3(s3(u) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent date). The obligations of the Company under this Section 3(s) shall be deferred during any Suspension Period and shall recommence upon the termination of such Suspension Period.
Appears in 2 contracts
Samples: Atm Equity Offering Sales Agreement (Coeur Mining, Inc.), Atm Equity Offering Sales Agreement (Coeur Mining, Inc.)
Company Counsel Legal Opinions. No later than the second business day following On each Representation Date, the Company shall cause to be furnished to the Agents, dated as of such date and addressed to the Agentseach Agent, in form and substance reasonably satisfactory to the Agentseach Agent, the written opinions opinion of O’Melveny Gxxxxx, Dxxx & Xxxxx LLPCxxxxxxx, Xxxxxxxx & Xxxxx LLP and DLA Piper LLP, outside counsels counsel for the Company, as described in Sections Section 4(d), 4(e) but modified as necessary to relate to the Registration Statement and 4(f)the Prospectus, respectivelyas amended and supplemented to the time of delivery of such opinion. In lieu of delivering such an opinion for dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Agents with a letter (a “reliance letter” Reliance Letter”) to the effect that the Agents each Agent may rely on a prior opinion delivered under this Section 3(s3(u) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent date). The obligations of the Company under this Section 3(s) shall be deferred during any Suspension Period and shall recommence upon the termination of such Suspension Period.
Appears in 1 contract
Samples: Atm Equity Offering Sales Agreement (Coeur Mining, Inc.)