Common use of Company Counsel Legal Opinions Clause in Contracts

Company Counsel Legal Opinions. Upon execution of this Agreement and within three (3) Trading Days of each Representation Date, the Company shall cause to be furnished to the Sales Agent, dated as of such date and addressed to the Sales Agent, in form and substance satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent with a letter to the effect that the Sales Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Trading Days of each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to the Sales AgentManager written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx LLP (collectively, dated as of such date and addressed “Company Counsel”), or other counsel satisfactory to the Sales AgentManager, in form and substance reasonably satisfactory to the Sales AgentManager and its counsel, acting reasonablydated the date that the opinion is required to be delivered, substantially similar to the written opinion forms attached hereto as Exhibit E-1, Exhibit E-2 and (with respect to U.S. counsel only) a negative assurance letterExhibit E-3, of (i) Xxxxxxx Xxxxx LLPmodified, Canadian counsel for the Companyas necessary, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent Manager with a letter (a “Reliance Letter”) to the effect that the Sales Agent Manager may rely on such last a prior opinion delivered under this Section 7(p) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering such opinions, and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreementcounsel may rely, as applicableto matters of fact (but not as to legal conclusions), or to the Sales Agent sells any Sharesextent they deem proper, the Company shall provide the Sales Agent with each on certificates of responsible officers of the documents set out Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in this Section 3(q) dated rendering such opinion, may rely on and assume the date accuracy of the Agency Transaction Noticean opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. Upon execution of this Agreement and within three (3) Within four Trading Days of the date hereof and on each Representation Date, the Company shall cause to be furnished to the Sales AgentAgents, dated as of such date and addressed to the Sales AgentAgents, in form and substance satisfactory to the Sales AgentAgents, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, to the extent applicable, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxxx & Xxxxxxxx Whitney LLP, U.S. counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Sales Agent Agents may furnish the Sales Agent Agents with a letter to the effect that the Sales Agent Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales an Agent sells any Shares, the Company shall provide the Sales Agent Agents with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice).

Company Counsel Legal Opinions. Upon execution of this Agreement and within three (3) Within four Trading Days of the date hereof and on each Representation Date, the Company shall cause to be furnished to the Sales AgentAgents, dated as of such date and addressed to the Sales AgentAgents, in form and substance satisfactory to the Sales AgentAgents, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, to the extent applicable, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxx & Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Sales Agent Agents may furnish the Sales Agent Agents with a letter to the effect that the Sales Agent Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales an Agent sells any Shares, the Company shall provide the Sales Agent Agents with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice).

Company Counsel Legal Opinions. Upon execution of this Agreement and within three (3) Trading Days of on each Representation Date, the Company shall cause to be furnished to the Sales AgentBMOCM, dated as of such date and addressed to the Sales AgentBMOCM, in form and substance satisfactory to the Sales AgentBMOCM, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, to the extent applicable, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxxx & Xxxxxxxx Whitney LLP, U.S. counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Sales Agent BMOCM may furnish the Sales Agent BMOCM with a letter to the effect that the Sales Agent BMOCM may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent BMOCM sells any Shares, the Company shall provide the Sales Agent BMOCM with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice).

Company Counsel Legal Opinions. Upon execution of this Agreement and within three (3) Trading Days of on each Representation Date, the Company shall cause to be furnished to the Sales AgentBMOCM, dated as of such date and addressed to the Sales AgentBMOCM, in form and substance satisfactory to the Sales AgentBMOCM, acting reasonably, (i) the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxx Xxxxxx Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx the written opinion and a negative assurance letter of Xxxxxx & Xxxxxxxx Whitney LLP, U.S. counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Sales Agent BMOCM may furnish the Sales Agent BMOCM with a letter to the effect that the Sales Agent BMOCM may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent BMOCM sells any Shares, the Company shall provide the Sales Agent BMOCM with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice).

Company Counsel Legal Opinions. Upon execution of this Agreement and within three (3) five Trading Days of each after any Representation Date, the Company shall cause to be furnished to the Sales AgentAgents, dated as of such date and addressed to the Sales AgentAgents, in form and substance satisfactory to the Sales AgentAgents, acting reasonably, (i) the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Mxxxxx Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxxthe written opinion and a negative assurance letter, Weiss, Rifkind, Xxxxxxx of Mxxxxxxx Xxxxxxxxxx & Xxxxxxxx Kxxxx LLP, U.S. counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Sales Agent Agents may furnish the Sales Agent Agents with a letter to the effect that the Sales Agent Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells Agents sell any Shares, the Company shall provide the Sales Agent Agents with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice).

Company Counsel Legal Opinions. Upon execution of this Agreement Agreement, the Company shall cause to be furnished to the Agents, dated as of the date hereof and within three addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, (3i) Trading Days the written opinion of Stikeman Elliott LLP, Canadian counsel for the Company, and other local counsel in any of the Canadian Qualifying Jurisdictions as required, and (ii) the written opinion and a negative assurance letter of Dxxxxx & Wxxxxxx LLP, U.S. counsel for the Company, and on each Representation Date, the Company shall cause to be furnished to the Sales AgentAgents such last opinions and negative assurance letter furnished to the Agents by counsel with a letter, dated as of such date and addressed to the Sales AgentAgents, in form and substance satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent with a letter to the effect that the Sales Agent Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance), or, if the Company or its counsel consider necessary or desirable, opinions and negative assurance letters of counsel dated as of such Representation Date and addressed to the Agents of the same tenor as the opinions and negative assurance letter delivered upon execution of the Agreement and in each case modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion, each as described in Section 4(e). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales an Agent sells any Shares, the Company shall provide the Sales Agent Agents with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice).

Company Counsel Legal Opinions. Upon execution of this Agreement and within three (3) five Trading Days of each Dates after any Representation Date, the Company shall cause to be furnished to the Sales AgentAgents, dated as of such date and addressed to the Sales AgentAgents, in form and substance satisfactory to the Sales AgentAgents, acting reasonably, (i) the written opinion and (with respect to U.S. counsel only) a negative assurance letterof Fogler, of (i) Xxxxxxx Xxxxx Rxxxxxxx LLP, Canadian counsel for the Company, and (ii) Xxxxthe written opinion and a negative assurance letter, Weiss, Rifkind, Xxxxxxx of Dxxxxx & Xxxxxxxx Whitney LLP, U.S. United States counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Sales Agent Agents may furnish the Sales Agent Agents with a letter to the effect that the Sales Agent Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Form 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells Agents sell any Shares, the Company shall provide the Sales Agent Agents with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice).

Company Counsel Legal Opinions. Upon execution of this Agreement and within three (3) Trading Days of each Representation Date, the Company shall cause to be furnished to the Sales Agent, dated as of such date and addressed to the Sales Agent, in form and substance satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxx, WeissXxxxx, RifkindXxxxxxx, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent with a letter to the effect that the Sales Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution of this Agreement Agreement, the Company shall cause to be furnished to the Agents, dated as of the date hereof and within three addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, (3i) Trading Days the written opinion of Stikeman Elliott LLP, Canadian counsel for the Company, and (ii) the written opinion and a negative assurance letter of Xxxxxx & Xxxxxxx LLP, U.S. counsel for the Company, and on each Representation Date, the Company shall cause to be furnished to the Sales AgentAgents such last opinions and negative assurance letter furnished to the Agents by counsel with a letter, dated as of such date and addressed to the Sales AgentAgents, in form and substance satisfactory to the Sales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent with a letter to the effect that the Sales Agent Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance), or, if the Company or its counsel consider necessary or desirable, opinions and negative assurance letters of counsel dated as of such Representation Date and addressed to the Agents of the same tenor as the opinions and negative assurance letter delivered upon execution of the Agreement and in each case modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion, each as described in Section 4(e) ),. The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent BMOCM sells any Shares, the Company shall provide the Sales Agent Agents with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice).

Company Counsel Legal Opinions. Upon execution of this Agreement and within three (3) Trading Days of each on ‎each Representation Date, the Company shall cause to be furnished to the Sales AgentAgents, dated as of such ‎such date and addressed to the Sales AgentAgents, in form and substance satisfactory to the Sales AgentAgents, acting reasonably‎reasonably, (i) the written opinion and (with respect to U.S. counsel only) a negative assurance letterletter of Xxxxxxx, of (i) Xxxxxxx Xxxxx LLPArps, Canadian counsel for the Company, and (ii) Xxxx, Weiss, RifkindSlate, Xxxxxxx & Xxxxxxxx and Xxxx LLP, U.S. counsel for the Company, in either case, modified as necessary ‎necessary to relate to the Registration Statement and the Prospectuses Prospectus as amended or supplemented ‎supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance ‎assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last ‎last furnishing such opinion to the Sales Agent Agents may furnish the Sales Agent Agents with a letter to the effect that the Sales Agent ‎the Agents may rely on such last opinion to the same extent as though it was dated the date of such ‎such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate ‎relate to the Registration Statement and the Prospectuses Prospectus as amended and supplemented to the time ‎time of delivery of such letter authorizing reliance)) and (ii) the written opinion of Xxxxx Xxxxxxxx Faillers LLP with respect to matters of Nevada law. The requirement to furnish the documents set out ‎out in this Section 3(q3(p) shall be waived for any Representation Date occurring at a time at which no ‎no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the ‎the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable hereunder (which for such calendar quarter shall be considered a Representation ‎Representation Date), and the next occurring Representation Date; provided, however, that such waiver ‎waiver shall not apply for any Representation Date on which the Company files its annual report on ‎on Form 4010-F or any material amendment thereto. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares ‎Shares following a Representation Date when the Company relied on such waiver, then before the ‎the Company delivers the Agency Transaction Notice or Terms AgreementNotice, as applicable, or the Sales Agent sells ‎the Agents sell any Shares, the Company shall provide cause to be furnished to the Sales Agent with Agents each of the documents set out ‎out in this Section 3(q) dated the date of the Agency Transaction Notice.3(p).‎

Company Counsel Legal Opinions. Upon execution On the date of this Agreement Agreement, each time Securities are delivered to MLV as principal on a Settlement Date, promptly and within in no event later than three (3) Trading Days of after each Representation DateDate with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless MLV agrees otherwise, the Company shall cause to be furnished to the Sales AgentMLV a written opinion of Stroock & Stroock & Xxxxx LLP (“Company Counsel”), or other counsel satisfactory to MLV, dated as of the date such date and addressed opinion is required to be delivered, substantially similar to the Sales Agentform attached hereto as Exhibit D, in form and substance satisfactory to the Sales Agentmodified, acting reasonablyas necessary, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at supplemented. On the date of delivery of such opinion (with such opinions and negative assurance letter this Agreement, each time Securities are delivered to MLV as principal on a Settlement Date, promptly and in no event later than three Trading Days after each 10-K Representation Date being with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit C for which no waiver is applicable, and the date of the same tenor Placement Notice if such Placement Notice is delivered after a 10-K Representation Date and during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to MLV a written tax opinion of Company Counsel, or other counsel satisfactory to MLV, dated the date that such tax opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter delivered upon execution of Company Counsel, or other counsel satisfactory to MLV, required to be furnished to MLV pursuant to this Agreement), or, in lieu of such opinionsSection 7(o) on subsequent Representation Dates, counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent MLV with a letter (a “Reliance Letter”) to the effect that the Sales Agent MLV may rely on such last a prior opinion delivered under this Section 7(o) to the same extent as though if it was were dated the date of such letter authorizing reliance Reliance Letter (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as then amended and supplemented to the time of delivery of such letter authorizing relianceor supplemented). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Upon execution of this Agreement and within three (3) Trading Days of on each Representation Date, the Company shall cause to be furnished to the Sales AgentAgents, dated as of such date and addressed to the Sales AgentAgents, in form and substance satisfactory to the Sales AgentAgents, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, to the extent applicable, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxxx & Xxxxxxxx Whitney LLP, U.S. counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Sales Agent Agents may furnish the Sales Agent Agents with a letter to the effect that the Sales Agent Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales an Agent sells any Shares, the Company shall provide the Sales Agent Agents with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Notice).

Company Counsel Legal Opinions. Upon execution of this Agreement and within three (3) five Trading Days of each Dates after any Representation Date, the Company shall cause to be furnished to the Sales Agent, dated as of such date and addressed to the Sales Agent, in form and substance satisfactory to the Sales Agent, acting reasonably, (i) the written opinion and (with respect to U.S. counsel only) a negative assurance letter, of (i) Xxxxxxx Xxxxx & Xxxxxxxxx LLP, Canadian counsel for the Company, and (ii) Xxxxthe written opinion and a negative assurance letter, Weiss, Rifkind, Xxxxxxx of Xxxxxx & Xxxxxxxx Whitney LLP, U.S. counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letter letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Sales Agent may furnish the Sales Agent with a letter to the effect that the Sales Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. Form 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Sales Agent sells any Shares, the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q). Upon execution of this Agreement and within five Trading Dates after each time the Company files an annual report on Form 40-F or Form 20-F, the Company shall cause to be furnished to the Agent, dated as of such date and addressed to the Agent, in form and substance satisfactory to the Agent, acting reasonably, the written opinions of (i) Xxxxxxx Coie LLP, counsel to XxXxxxx Mining Company and (ii) Xxxxxxxx and Wedge, counsel to Integra Holdings U.S. Inc., modified as is necessary but of the same form as the opinions delivered upon execution of this Agreement, or, in lieu of such opinions, counsel last furnishing such opinion to the Agent may furnish the Agent with a letter to the effect that the Agent may rely on such last opinion to the same extent as though it was dated the date of the Agency Transaction Noticesuch letter authorizing reliance.