Common use of Company Counsel Clause in Contracts

Company Counsel. On or prior to the date of the first Placement Notice given hereunder, the Company shall cause to be furnished to the Agent a legal opinion and a negative assurance letter of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to the Agent. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in substantially the form attached hereto as Exhibit 7(l) for which no waiver is applicable, and not more than once per calendar quarter, the Company shall cause to be furnished to the Agent written opinions and a negative assurance letter of Company Counsel in form and substance previously agreed, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided that, in lieu of such opinions and negative assurance for subsequent periodic filings under the Exchange Act, Company Counsel may furnish the Agent with a Reliance Letter to the effect that the Agent may rely on the opinions and negative assurance letter previously delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

Company Counsel. On or prior to the date of the first Placement Notice given hereunder, the Company shall cause to be furnished to the Agent a legal the written opinion and a negative assurance letter of Xxxxxx Xxxxxxx Wilson, Sonsini, Xxxxxxxx & Xxxxxx, P.C. Xxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to the Agent. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in substantially the form attached hereto as Exhibit 7(l) for which no waiver is applicable, and not more than once per calendar quarter, the Company shall cause to be furnished to the Agent the written opinions opinion and a negative assurance letter of Company Counsel in form and substance previously agreed, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided that, in lieu of such opinions opinion and negative assurance for subsequent periodic filings under the Exchange Act, Company Counsel may furnish the Agent with a letter (a “Reliance Letter Letter”) to the effect that the Agent may rely on the opinions opinion and negative assurance letter previously delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).