Common use of Company Counsel Legal Opinions Clause in Contracts

Company Counsel Legal Opinions. Upon execution of this Agreement and on each Representation Date, the Company shall cause to be furnished to BMOCM, dated as of such date and addressed to BMOCM, in form and substance satisfactory to BMOCM, acting reasonably, (i) the written opinion of Xxxxxx Xxxxxx Xxxxxxx LLP, Canadian counsel for the Company, and (ii) the written opinion and a negative assurance letter of Xxxxxx & 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 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 BMOCM may furnish BMOCM with a letter to the effect that 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. 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 BMOCM sells any Shares, the Company shall provide BMOCM with each of the documents set out in this Section 3(q).

Company Counsel Legal Opinions. Upon execution of this Agreement and on each Representation Date, the Company shall cause to be furnished to BMOCM, dated as of such date and addressed to BMOCM, in form and substance satisfactory to BMOCM, acting reasonably, the written opinion and a negative assurance letter, to the extent applicable, of (i) the written opinion of Xxxxxx Xxxxxx Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) the written opinion and a negative assurance letter of Xxxxxx & 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 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 BMOCM may furnish BMOCM with a letter to the effect that 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. 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 BMOCM sells any Shares, the Company shall provide BMOCM with each of the documents set out in this Section 3(q).

Company Counsel Legal Opinions. Upon execution Within four Trading Days of this Agreement the date hereof and on each Representation Date, the Company shall cause to be furnished to BMOCMthe Agents, dated as of such date and addressed to BMOCMthe Agents, in form and substance satisfactory to BMOCMthe Agents, acting reasonably, the written opinion and a negative assurance letter, to the extent applicable, of (i) the written opinion of Xxxxxx Xxxxxx Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) the written opinion and a negative assurance letter of Xxxxxx & Whitney Xxxxxxx 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 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 BMOCM the Agents may furnish BMOCM the Agents with a letter to the effect that BMOCM the 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. 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 BMOCM an Agent sells any Shares, the Company shall provide BMOCM the Agents with each of the documents set out in this Section 3(q).

Company Counsel Legal Opinions. Upon execution Within four Trading Days of this Agreement the date hereof and on each Representation Date, the Company shall cause to be furnished to BMOCMthe Agents, dated as of such date and addressed to BMOCMthe Agents, in form and substance satisfactory to BMOCMthe Agents, acting reasonably, the written opinion and a negative assurance letter, to the extent applicable, of (i) the written opinion of Xxxxxx Xxxxxx Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) the written opinion and a negative assurance letter of Xxxxxx & 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 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 BMOCM the Agents may furnish BMOCM the Agents with a letter to the effect that BMOCM the 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. 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 BMOCM an Agent sells any Shares, the Company shall provide BMOCM the Agents with each of the documents set out in this Section 3(q).

Company Counsel Legal Opinions. Upon execution of this Agreement and on each within five Trading Dates after any Representation Date, the Company shall cause to be furnished to BMOCMthe Agent, dated as of such date and addressed to BMOCMthe Agent, in form and substance satisfactory to BMOCMthe Agent, acting reasonably, (i) the written opinion of Xxxxxx Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxx LLP, Canadian counsel for the Company, and (ii) the written opinion and a negative assurance letter letter, of Xxxxxx & 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 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 BMOCM the Agent may furnish BMOCM the Agent with a letter to the effect that BMOCM the 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 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 BMOCM the Agent sells any Shares, the Company shall provide BMOCM the 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 such letter authorizing reliance.

Company Counsel Legal Opinions. Upon execution of this Agreement and on each ‎each Representation Date, the Company shall cause to be furnished to BMOCMthe Agents, dated as of such ‎such date and addressed to BMOCMthe Agents, in form and substance satisfactory to BMOCMthe Agents, acting reasonably‎reasonably, (i) the written opinion of Xxxxxx Xxxxxx Xxxxxxx LLP, Canadian counsel for the Company, and (ii) the written opinion and a negative assurance letter of Xxxxxx & Whitney Xxxxxxx, Arps, Slate, Xxxxxxx and Xxxx LLP, U.S. counsel for the Company, each as described in Section 4(e), 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 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 BMOCM the Agents may furnish BMOCM the Agents with a letter to the effect that BMOCM ‎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. 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 BMOCM sells ‎the Agents sell any Shares, the Company shall provide BMOCM with cause to be furnished to the Agents each of the documents set out ‎out in this Section 3(q).3(p).‎

Company Counsel Legal Opinions. Upon execution of this Agreement and on each Representation Date, the Company shall cause to be furnished to BMOCMthe Agents, dated as of such date and addressed to BMOCMthe Agents, in form and substance satisfactory to BMOCMthe Agents, acting reasonably, the written opinion and a negative assurance letter, to the extent applicable, of (i) the written opinion of Xxxxxx Xxxxxx Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) the written opinion and a negative assurance letter of Xxxxxx & 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 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 BMOCM the Agents may furnish BMOCM the Agents with a letter to the effect that BMOCM the 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. 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 BMOCM an Agent sells any Shares, the Company shall provide BMOCM the Agents with each of the documents set out in this Section 3(q).

Company Counsel Legal Opinions. Upon execution of this Agreement and on each ‎each Representation Date, the Company shall cause to be furnished to BMOCMthe Agents, dated as of such ‎such date and addressed to BMOCMthe Agents, in form and substance satisfactory to BMOCMthe Agents, acting reasonably‎reasonably, (i) the written opinion of Xxxxxx Xxxxxx Xxxxxxx LLP, Canadian counsel for the Company, and (ii) the written opinion and a negative assurance letter of Xxxxxx & Whitney Sxxxxxx, Arps, Slate, Mxxxxxx and Fxxx LLP, U.S. counsel for the Company, each as described in Section 4(e), 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 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 BMOCM the Agents may furnish BMOCM the Agents with a letter to the effect that BMOCM ‎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). 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. 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 BMOCM sells ‎the Agents sell any Shares, the Company shall provide BMOCM with cause to be furnished to the Agents each of the documents set out ‎out in this Section 3(q).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 on in no event later than three Trading Days 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 BMOCM, dated as of such date and addressed to BMOCM, in form and substance satisfactory to BMOCM, acting reasonably, (i) the MLV a written opinion of Xxxxxx Xxxxxx Xxxxxxx LLP, Canadian counsel for the Company, and Stroock & Stroock & Xxxxx LLP (ii) the written opinion and a negative assurance letter of Xxxxxx & Whitney LLP, U.S. counsel for the Company, each as described in Section 4(e“Company Counsel”), in either caseor other counsel satisfactory to MLV, modified dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as necessary Exhibit D, 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 letters 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 BMOCM may furnish BMOCM MLV with a letter (a “Reliance Letter”) to the effect that BMOCM 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 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. 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 BMOCM sells any Shares, the Company shall provide BMOCM with each of the documents set out in this Section 3(qsupplemented).

Company Counsel Legal Opinions. Upon execution of this Agreement and on each Representation DateAgreement, the Company shall cause to be furnished to BMOCMthe Agents, dated as of such the date hereof and addressed to BMOCMthe Agents, in form and substance satisfactory to BMOCMthe Agents, acting reasonably, (i) the written opinion of Xxxxxx Xxxxxx Xxxxxxx Stikeman Elliott LLP, Canadian counsel for the Company, and (ii) the written opinion and a negative assurance letter of Xxxxxx & Whitney Xxxxxxx LLP, U.S. counsel for the Company, and on each as described in Section 4(e)Representation Date, in either case, modified as necessary the Company shall cause to relate be furnished to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of Agents such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the last opinions and negative assurance letter delivered upon execution of this Agreement)furnished to the Agents by counsel with a letter, or, in lieu dated as of such opinionsdate and addressed to the Agents, counsel last furnishing such opinion to BMOCM may furnish BMOCM with a letter to the effect that BMOCM the 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. 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 BMOCM sells any Shares, the Company shall provide BMOCM the Agents with each of the documents set out in this Section 3(q).

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 addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, (i) 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 BMOCMthe Agents such last opinions and negative assurance letter furnished to the Agents by counsel with a letter, dated as of such date and addressed to BMOCMthe Agents, in form and substance satisfactory to BMOCM, acting reasonably, (i) the written opinion of Xxxxxx Xxxxxx Xxxxxxx LLP, Canadian counsel for the Company, and (ii) the written opinion and a negative assurance letter of Xxxxxx & 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 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 BMOCM may furnish BMOCM with a letter to the effect that BMOCM the 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. 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 BMOCM an Agent sells any Shares, the Company shall provide BMOCM the Agents with each of the documents set out in this Section 3(q).

Company Counsel Legal Opinions. Upon execution of this Agreement and on each within five Trading Days after any Representation Date, the Company shall cause to be furnished to BMOCMthe Agents, dated as of such date and addressed to BMOCMthe Agents, in form and substance satisfactory to BMOCMthe Agents, acting reasonably, (i) the written opinion of Xxxxxx Xxxxxx Mxxxxx Xxxxxxx LLP, Canadian counsel for the Company, and (ii) the written opinion and a negative assurance letter letter, of Xxxxxx Mxxxxxxx Xxxxxxxxxx & Whitney 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 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 BMOCM the Agents may furnish BMOCM the Agents with a letter to the effect that BMOCM the 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. . 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 BMOCM sells the Agents sell any Shares, the Company shall provide BMOCM the Agents with each of the documents set out in this Section 3(q).

Company Counsel Legal Opinions. Upon execution On the date of this Agreement Agreement, each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, promptly and on in no event later than three Trading Days 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 Xxxxx Fargo agrees otherwise, the Company shall cause to be furnished to BMOCMXxxxx Fargo written opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and DLA Piper LLP (US) (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxx Fargo, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as of such date Exhibit D-1 and addressed to BMOCMExhibit D-2, in form and substance satisfactory to BMOCMrespectively, acting reasonablymodified, (i) the written opinion of Xxxxxx Xxxxxx Xxxxxxx LLPas necessary, Canadian counsel for the Company, and (ii) the written opinion and a negative assurance letter of Xxxxxx & 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 Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letters 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 BMOCM may furnish BMOCM Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that BMOCM Xxxxx Fargo 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 (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), 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. 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 BMOCM sells any Shares, the Company shall provide BMOCM with each of the documents set out in this Section 3(q).

Company Counsel Legal Opinions. Upon execution of this Agreement and on each within five Trading Dates after any Representation Date, the Company shall cause to be furnished to BMOCMthe Agents, dated as of such date and addressed to BMOCMthe Agents, in form and substance satisfactory to BMOCMthe Agents, acting reasonably, (i) the written opinion of Xxxxxx Xxxxxx Xxxxxxx Fogler, Rxxxxxxx LLP, Canadian counsel for the Company, and (ii) the written opinion and a negative assurance letter letter, of Xxxxxx Dxxxxx & 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 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 BMOCM the Agents may furnish BMOCM the Agents with a letter to the effect that BMOCM the 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 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 BMOCM sells the Agents sell any Shares, the Company shall provide BMOCM the Agents with each of the documents set out in this Section 3(q).