Common use of Counsel Letters Clause in Contracts

Counsel Letters. Each time the Registration Statement or the Prospectus is filed, amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless filed during a Selling Period and reasonably requested by the Covered Agent within 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an “Opinion Triggering Event”): (a) The Company shall as soon as practicable thereafter furnish or cause to be furnished to the Covered Agent a written opinion and negative assurance letter of Xxxxxxx Procter LLP, counsel for the Company (or such other counsel selected by the Company and reasonably satisfactory to the Covered Agent) to the effect set forth in Exhibit B-1 hereto, dated the date of delivery and in form reasonably satisfactory to the Covered Agent; provided, that in rendering such opinion and negative assurance letter, Xxxxxxx Procter LLP (or such other counsel selected by the Company and reasonably satisfactory to the Covered Agent) may reasonably rely upon representations and covenants of duly appointed officers of the Company and its subsidiaries (including, without limitation, any such representations, covenants or statements made in certificates provided by such officers to counsel) and may make such assumptions as are customary with commercial practices; (b) The Company shall as soon as practicable thereafter furnish or cause to be furnished to the Covered Agent a written tax opinion of Xxxxxxx Procter LLP, tax counsel for the Company (or such other tax counsel selected by the Company and reasonably satisfactory to the Covered Agent) to the effect set forth in Exhibit B-2 hereto, dated the date of delivery and in form reasonably satisfactory to the Covered Agent; provided, that in rendering such tax opinion, Xxxxxxx Procter LLP (or such other tax counsel selected by the Company and reasonably satisfactory to the Covered Agent) may reasonably rely upon representations and covenants of duly appointed officers of the Company and its subsidiaries (including, without limitation, any such representations, covenants or statements made in certificates provided by such officers to counsel) and may make such assumptions as are customary with commercial practices; and (c) Xxxxxxxx Chance US LLP, counsel to the Covered Agent and the Alternative Sales Agents, shall furnish to the Covered Agent a negative assurance letter in form and substance reasonably satisfactory to the Covered Agent; provided, however, that the opinions and negative assurance letters required pursuant to this Section 4.07 shall not be required unless and until such time as (i) the Company delivers an Issuance Notice, (ii) the Opinion Triggering Event occurs during a Selling Period or (iii) the Company files a Registration Statement.

Counsel Letters. Each time the Registration Statement or the Prospectus is filed, amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless filed during a Selling Period and reasonably requested by the Covered Agent within 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an “Opinion Triggering Event”): (a) The Company shall as soon as practicable thereafter furnish or cause to be furnished to the Covered Agent a written opinion and negative assurance letter of Xxxxxxx Procter LLP, counsel for the Company (or such other counsel selected by the Company and reasonably satisfactory to the Covered Agent) to the effect set forth in Exhibit B-1 hereto, dated the date of delivery and in form reasonably satisfactory to the Covered Agent; provided, that in rendering such opinion and negative assurance letter, Xxxxxxx Procter LLP (or such other counsel selected by the Company and reasonably satisfactory to the Covered Agent) may reasonably rely upon representations and covenants of duly appointed officers of the Company and its subsidiaries (including, without limitation, any such representations, covenants or statements made in certificates provided by such officers to counsel) and may make such assumptions as are customary with commercial practices; (b) The Company shall as soon as practicable thereafter furnish or cause to be furnished to the Covered Agent a written tax opinion of Xxxxxxx Procter LLP, tax counsel for the Company (or such other tax counsel selected by the Company and reasonably satisfactory to the Covered Agent) to the effect set forth in Exhibit B-2 hereto, dated the date of delivery and in form reasonably satisfactory to the Covered Agent; provided, that in rendering such tax opinion, Xxxxxxx Procter LLP (or such other tax counsel selected by the Company and reasonably satisfactory to the Covered Agent) may reasonably rely upon representations and covenants of duly appointed officers of the Company and its subsidiaries (including, without limitation, any such representations, covenants or statements made in certificates provided by such officers to counsel) and may make such assumptions as are customary with commercial practices; and (c) Xxxxxxxx Chance US Xxxxxx & Bird LLP, counsel to the Covered Agent and the Alternative Sales Agents, shall furnish to the Covered Agent a negative assurance letter in form and substance reasonably satisfactory to the Covered Agent; provided, however, that the opinions and negative assurance letters required pursuant to this Section 4.07 shall not be required unless and until such time as (i) the Company delivers an Issuance Notice, (ii) the Opinion Triggering Event occurs during a Selling Period or (iii) the Company files a Registration Statement.

Counsel Letters. Each time the Registration Statement or the Prospectus is filed, amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Issuance Shares issued or issuable pursuant to the Sales Agency Agreementsthis Agreement or any Terms Agreement, (y) an Issuance Supplement or (z) a Current Report on Form 8-KK (other than a Current Report on Form 8‑K that contains financial statements of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), unless filed during a Selling Period and reasonably requested by the Covered Agent Sales Agents, the Forward Sellers or the Forward Purchasers within 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K 10‑K or a Quarterly Report on Form 10-Q 10‑Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an “Opinion Triggering Event”): (a) The Company shall as soon as practicable thereafter furnish or cause to be furnished to the Covered Agent Sales Agents, the Forward Sellers and the Forward Purchasers written opinions and a written opinion and negative assurance letter of Xxxxxxx Procter LLP, counsel for the Company (or such other counsel selected by the Company and reasonably satisfactory to the Covered AgentSales Agents, the Forward Sellers and the Forward Purchasers) to the effect set forth in Exhibit B-1 B‑1 hereto, dated the date of delivery and in form reasonably satisfactory to the Covered AgentSales Agents, the Forward Sellers and the Forward Purchasers; provided, provided that in rendering such opinion opinions and negative assurance letter, Xxxxxxx Procter LLP (or such other counsel selected by the Company and reasonably satisfactory to the Covered AgentSales Agents, the Forward Sellers and the Forward Purchasers) may reasonably rely upon representations and covenants of duly appointed officers of the Company and its subsidiaries (including, without limitation, any such representations, covenants or statements made in certificates provided by such officers to counsel) and may make such assumptions as are customary with commercial practices; (b) The Company shall as soon as practicable thereafter furnish or cause to be furnished to the Covered Agent Sales Agents, the Forward Sellers and the Forward Purchasers, a written tax opinion of Xxxxxxx Procter LLP, tax counsel for the Company (or such other tax counsel selected by the Company and reasonably satisfactory to the Covered AgentSales Agents, the Forward Sellers and the Forward Purchasers) to the effect set forth in Exhibit B-2 B‑2 hereto, dated the date of delivery and in form reasonably satisfactory to the Covered AgentSales Agents; provided, provided that in rendering such tax opinion, Xxxxxxx Procter LLP (or such other tax counsel selected by the Company and reasonably satisfactory to the Covered AgentSales Agents, the Forward Sellers and the Forward Purchasers) may reasonably rely upon representations and covenants of duly appointed officers of the Company and its subsidiaries (including, without limitation, any such representations, covenants or statements made in certificates provided by such officers to counsel) and may make such assumptions as are customary with commercial practices; and (c) Xxxxxxxx Chance Xxxxxx US LLP, counsel to the Covered Agent and the Alternative Sales Agents, the Forward Sellers and the Forward Purchasers shall furnish to the Covered Agent Sales Agents, the Forward Sellers and the Forward Purchasers a negative assurance letter in form and substance reasonably satisfactory to the Covered Agent; Sales Agents, the Forward Sellers and the Forward Purchasers provided, however, that the opinions and negative assurance letters required pursuant to this Section 4.07 shall not be required unless and until such time as (i) the Company delivers an Issuance a Transaction Notice, (ii) the Opinion Triggering Event occurs during a Selling Period or (iii) the Company files a Registration Statement.

Counsel Letters. Each time the Registration Statement or the Prospectus is filed, amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Issuance Shares issued or issuable pursuant to the Sales Agency Agreementsthis Agreement or any Terms Agreement, (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless filed during a Selling Period and reasonably requested by the Covered Agent Sales Agents, the Forward Sellers or the Forward Purchasers within 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an “Opinion Triggering Event”): (a) The Company shall as soon as practicable thereafter furnish or cause to be furnished to the Covered Agent Sales Agents, the Forward Sellers and the Forward Purchasers written opinions and a written opinion and negative assurance letter of Xxxxxxx Gxxxxxx Procter LLP, counsel for the Company (or such other counsel selected by the Company and reasonably satisfactory to the Covered AgentSales Agents, the Forward Sellers and the Forward Purchasers) to the effect set forth in Exhibit B-1 hereto, dated the date of delivery and in form reasonably satisfactory to the Covered AgentSales Agents, the Forward Sellers and the Forward Purchasers; provided, provided that in rendering such opinion opinions and negative assurance letter, Xxxxxxx Gxxxxxx Procter LLP (or such other counsel selected by the Company and reasonably satisfactory to the Covered AgentSales Agents, the Forward Sellers and the Forward Purchasers) may reasonably rely upon representations and covenants of duly appointed officers of the Company and its subsidiaries (including, without limitation, any such representations, covenants or statements made in certificates provided by such officers to counsel) and may make such assumptions as are customary with commercial practices; (b) The Company shall as soon as practicable thereafter furnish or cause to be furnished to the Covered Agent Sales Agents, the Forward Sellers and the Forward Purchasers, a written tax opinion of Xxxxxxx Gxxxxxx Procter LLP, tax counsel for the Company (or such other tax counsel selected by the Company and reasonably satisfactory to the Covered AgentSales Agents, the Forward Sellers and the Forward Purchasers) to the effect set forth in Exhibit B-2 hereto, dated the date of delivery and in form reasonably satisfactory to the Covered AgentSales Agents; provided, provided that in rendering such tax opinion, Xxxxxxx Gxxxxxx Procter LLP (or such other tax counsel selected by the Company and reasonably satisfactory to the Covered AgentSales Agents, the Forward Sellers and the Forward Purchasers) may reasonably rely upon representations and covenants of duly appointed officers of the Company and its subsidiaries (including, without limitation, any such representations, covenants or statements made in certificates provided by such officers to counsel) and may make such assumptions as are customary with commercial practices; and (c) Xxxxxxxx Clifford Chance US LLP, counsel to the Covered Agent and the Alternative Sales Agents, the Forward Sellers and the Forward Purchasers shall furnish to the Covered Agent Sales Agents, the Forward Sellers and the Forward Purchasers a negative assurance letter in form and substance reasonably satisfactory to the Covered Agent; Sales Agents, the Forward Sellers and the Forward Purchasers provided, however, that the opinions and negative assurance letters required pursuant to this Section 4.07 shall not be required unless and until such time as (i) the Company delivers an Issuance a Transaction Notice, (ii) the Opinion Triggering Event occurs during a Selling Period or (iii) the Company files a Registration Statement.