Common use of Company Counsel Legal Opinions Clause in Contracts

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to a Distribution Agent as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to the Designated Distribution Agent written opinions of Loeb & Loeb LLP (“Company Counsel”), or other counsel satisfactory to the Designated Distribution Agent, in form and substance satisfactory to the Designated Distribution Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Designated Distribution Agent with a letter (a “Reliance Letter”) to the effect that the Designated Distribution Agent may rely on a prior opinion delivered under this Section 7(p) 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 at such Representation Date).

Company Counsel Legal Opinions. On or prior Upon commencement of the offering of Securities to the date that the first Securities are be sold pursuant to the terms of this Agreement and Agreement, each time Securities are delivered to a Distribution an Agent as principal on a Settlement Date, as promptly as possible and in no event later than within three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E D 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, the Company shall cause to be furnished to the Designated Distribution an Agent written opinions of Loeb & Loeb Xxxxx Lovells US LLP (( “Company Counsel”), or other counsel satisfactory to the Designated Distribution Agent, in form and substance satisfactory to the Designated Distribution Agent and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit DE, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Designated Distribution Agent with a letter (a “Company Counsel Reliance Letter”) to the effect that the Designated Distribution Agent may rely on a prior opinion delivered under this Section 7(p7(o) 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 at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to a Distribution an Agent as principal on a Settlement Date, as promptly as possible and in no event later than within three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E D 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, the Company shall cause to be furnished to the Designated Distribution an Agent written opinions of Loeb & Loeb Xxxxx Lovells US LLP (( “Company Counsel”), or other counsel satisfactory to the Designated Distribution Agent, in form and substance satisfactory to the Designated Distribution Agent and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit DE, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Designated Distribution Agent with a letter (a “Reliance Letter”) to the effect that the Designated Distribution Agent may rely on a prior opinion delivered under this Section 7(p7(o) 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 at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to a Distribution Agent as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Within five Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicableDate, the Company shall cause to be furnished to the Designated Distribution Agent written opinions BMOCM, dated as of Loeb & Loeb LLP (“Company Counsel”), or other counsel satisfactory such date and addressed to the Designated Distribution AgentBMOCM, in form and substance satisfactory to BMOCM, (i) the Designated Distribution Agent and its counselwritten opinion of K&L Gates LLP, dated the date that the opinion is required or other counsel reasonably satisfactory to be deliveredBMOCM, substantially similar as described in subsection (d) of Section 4, to the forms attached effect set forth in Exhibit C hereto but modified as Exhibit D, modified, as necessary, necessary to relate to the Registration Statement and the Prospectus as then amended or supplementedand supplemented to the time of delivery of such opinion and (ii) the written opinion of Xxxxx X. Xxxxxx, General Counsel of the Company, as described in subsection (d) of Section 4, to the effect set forth in Exhibit D hereto but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; provided, however, that in the Company shall not be required to furnish to BMOCM more than one opinion per calendar quarter from outside counsel to the Company. In lieu of delivering such opinions for dates subsequent Representation Dates, any to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Designated Distribution Agent BMOCM with a letter (a “Reliance Letter”) to the effect that the Designated Distribution Agent BMOCM may rely on a prior opinion delivered under this Section 7(psubsection (t) 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 at as of such Representation Datesubsequent date).

Company Counsel Legal Opinions. On or prior to Within five Trading Days of the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to a Distribution Agent as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicableWaiver does not apply, the Company shall cause to be furnished to the Designated Distribution Agent written opinions Agents, dated as of Loeb & Loeb LLP (“Company Counsel”), or other counsel satisfactory such date and addressed to the Designated Distribution AgentAgents, in form and substance satisfactory to the Designated Distribution Agent and its counselAgents, dated (i) the date that the written opinion is required to be deliveredof K&L Gates LLP, substantially similar or other counsel reasonably satisfactory to the forms attached hereto as Exhibit D, modifiedAgents, as necessarydescribed in subsection (d) of Section 4, to the effect set forth in Exhibit C hereto but modified as necessary to relate to the Registration Statement and the Prospectus as then amended or supplementedand supplemented to the time of delivery of such opinion, and (ii) the written opinion of the General Counsel of the Company, as described in subsection (d) of Section 4, to the effect set forth in Exhibit D hereto but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; provided, however, that in the Company shall not be required to furnish to the Agents more than one opinion per calendar quarter from outside counsel to the Company. In lieu of delivering such opinions for dates subsequent Representation Datesto the commencement of the offering of the Shares under this Agreement, any such counsel may furnish the Designated Distribution Agent Agents with a letter (a “Reliance Letter”) to the effect that the Designated Distribution Agent Agents may rely on a prior opinion delivered under this Section 7(psubsection (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 at as of such Representation Datesubsequent date).