Common use of Counsel Opinions Clause in Contracts

Counsel Opinions. The counsel specified in Section 4.07, or other counsel selected by the Company and reasonably satisfactory to the Sales Agent and the Forward Seller, shall have furnished to the Sales Agent and the Forward Seller their written opinion required to be delivered pursuant to Section 4.07 on or before the date on which satisfaction of this condition is determined. In addition, Sidley Austin LLP, counsel for the Sales Agent, the Forward Seller and the Alternative Sales Agents, or other counsel selected by the Sales Agent and the Forward Seller, shall have furnished to the Sales Agent and the Forward Seller its written opinion, dated on or before the date of the opinion(s) delivered pursuant to Section 4.07, in form and substance satisfactory to the Sales Agent and the Forward Seller and of the same tenor as the opinion referred to in Section 2.02(iv) 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, that if such counsel has previously furnished an opinion of the same tenor as the opinion referred to in Section 2.02(iv), such counsel shall have furnished to the Sales Agent and the Forward Seller a letter or letters to the effect that the Sales Agent and the Forward Seller may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date). In connection with the foregoing, the Company shall have furnished to such counsel such documents as they may request for the purpose of enabling them to pass upon such matters, and Sidley Austin LLP may rely as to matters involving the laws of the State of Ohio upon the opinion of even date of Xxxxx Day.

Counsel Opinions. The counsel specified in Section 4.07, or other counsel selected by the Company and reasonably satisfactory to the Sales Agent KBCM and the Forward Seller, shall have furnished to the Sales Agent KBCM and the Forward Seller their written opinion required to be delivered pursuant to Section 4.07 on or before the date on which satisfaction of this condition is determined. In addition, Sidley Austin LLP, counsel for the Sales AgentKBCM, the Forward Seller and the Alternative Sales Agents, or other counsel selected by the Sales Agent KBCM and the Forward Seller, shall have furnished to the Sales Agent KBCM and the Forward Seller its written opinion, dated on or before the date of the opinion(s) delivered pursuant to Section 4.07, in form and substance satisfactory to the Sales Agent KBCM and the Forward Seller and of the same tenor as the opinion referred to in Section 2.02(iv) 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, that if such counsel has previously furnished an opinion of the same tenor as the opinion referred to in Section 2.02(iv), such counsel shall have furnished to the Sales Agent KBCM and the Forward Seller a letter or letters to the effect that the Sales Agent KBCM and the Forward Seller may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date). In connection with the foregoing, the Company shall have furnished to such counsel such documents as they may request for the purpose of enabling them to pass upon such matters, and Sidley Austin LLP may rely as to matters involving the laws of the State of Ohio upon the opinion of even date of Xxxxx Day.

Counsel Opinions. The counsel specified in Section 4.07, or other counsel selected by the Company and reasonably satisfactory to the Sales Agent BNYMCM and the Forward Seller, shall have furnished to the Sales Agent BNYMCM and the Forward Seller their written opinion required to be delivered pursuant to Section 4.07 on or before the date on which satisfaction of this condition is determined. In addition, Sidley Austin LLP, counsel for the Sales AgentBNYMCM, the Forward Seller and the Alternative Sales Agents, or other counsel selected by the Sales Agent BNYMCM and the Forward Seller, shall have furnished to the Sales Agent BNYMCM and the Forward Seller its written opinion, dated on or before the date of the opinion(s) delivered pursuant to Section 4.07, in form and substance satisfactory to the Sales Agent BNYMCM and the Forward Seller and of the same tenor as the opinion referred to in Section 2.02(iv) 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, that if such counsel has previously furnished an opinion of the same tenor as the opinion referred to in Section 2.02(iv), such counsel shall have furnished to the Sales Agent BNYMCM and the Forward Seller a letter or letters to the effect that the Sales Agent BNYMCM and the Forward Seller may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date). In connection with the foregoing, the Company shall have furnished to such counsel such documents as they may request for the purpose of enabling them to pass upon such matters, and Sidley Austin LLP may rely as to matters involving the laws of the State of Ohio upon the opinion of even date of Xxxxx Day.

Counsel Opinions. The counsel specified in Section 4.07, or other counsel selected by the Company and reasonably satisfactory to the Sales Agent SCUSA and the Forward Seller, shall have furnished to the Sales Agent SCUSA and the Forward Seller their written opinion required to be delivered pursuant to Section 4.07 on or before the date on which satisfaction of this condition is determined. In addition, Sidley Austin LLP, counsel for the Sales AgentSCUSA, the Forward Seller and the Alternative Sales Agents, or other counsel selected by the Sales Agent SCUSA and the Forward Seller, shall have furnished to the Sales Agent SCUSA and the Forward Seller its written opinion, dated on or before the date of the opinion(s) delivered pursuant to Section 4.07, in form and substance satisfactory to the Sales Agent SCUSA and the Forward Seller and of the same tenor as the opinion referred to in Section 2.02(iv) 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, that if such counsel has previously furnished an opinion of the same tenor as the opinion referred to in Section 2.02(iv), such counsel shall have furnished to the Sales Agent SCUSA and the Forward Seller a letter or letters to the effect that the Sales Agent SCUSA and the Forward Seller may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date). In connection with the foregoing, the Company shall have furnished to such counsel such documents as they may request for the purpose of enabling them to pass upon such matters, and Sidley Austin LLP may rely as to matters involving the laws of the State of Ohio upon the opinion of even date of Xxxxx Day.

Counsel Opinions. The counsel specified in Section 4.07, or other counsel selected by the Company and reasonably satisfactory to the Sales Agent Agent, the Forward Seller and the Forward SellerPurchaser, shall have furnished to the Sales Agent Agent, the Forward Seller and the Forward Seller Purchaser their written opinion required to be delivered pursuant to Section 4.07 on or before the date on which satisfaction of this condition is determined. In addition, Sidley Austin LLP, counsel for the Sales Agent, the Forward Seller and Seller, the Forward Purchaser, the Alternative Sales Agents, the Alternative Forward Sellers and the Alternative Forward Purchasers, or other counsel selected by the Sales Agent Agent, the Forward Seller and the Forward SellerPurchaser, shall have furnished to the Sales Agent Agent, the Forward Seller and the Forward Seller Purchaser its written opinion, dated on or before the date of the opinion(s) delivered pursuant to Section 4.07, in form and substance satisfactory to the Sales Agent Agent, the Forward Seller and the Forward Seller Purchaser and of the same tenor as the opinion referred to in Section 2.02(iv) 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, that if such counsel has previously furnished an opinion of the same tenor as the opinion referred to in Section 2.02(iv), such counsel shall have furnished to the Sales Agent Agent, the Forward Seller and the Forward Seller Purchaser a letter or letters to the effect that the Sales Agent and the Forward Seller may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date). In connection with the foregoing, the Company shall have furnished to such counsel such documents as they may request for the purpose of enabling them to pass upon such matters, and Sidley Austin LLP may rely as to matters involving the laws of the State of Ohio upon the opinion of even date of Xxxxx Day.

Counsel Opinions. The counsel specified in Section 4.07, or other counsel selected by the Company and reasonably satisfactory to the Sales Agent KBCM and the Forward Seller, shall have furnished to the Sales Agent KBCM and the Forward Seller their written opinion required to be delivered pursuant to Section 4.07 on or before the date on which satisfaction of this condition is determined. In addition, Sidley Austin LLP, counsel for the Sales Agent, KBCM and the Forward Seller and the Alternative Sales AgentsAgent, or other counsel selected by the Sales Agent KBCM and the Forward Seller, shall have furnished to the Sales Agent KBCM and the Forward Seller its written opinion, dated on or before the date of the opinion(s) delivered pursuant to Section 4.07, in form and substance satisfactory to the Sales Agent KBCM and the Forward Seller and of the same tenor as the opinion referred to in Section 2.02(iv) 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, that if such counsel has previously furnished an opinion of the same tenor as the opinion referred to in Section 2.02(iv), such counsel shall have furnished to the Sales Agent KBCM and the Forward Seller a letter or letters to the effect that the Sales Agent KBCM and the Forward Seller may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date). In connection with the foregoing, the Company shall have furnished to such counsel such documents as they may request for the purpose of enabling them to pass upon such matters, and Sidley Austin LLP may rely as to matters involving the laws of the State of Ohio upon the opinion of even date of Xxxxx Day.

Counsel Opinions. The counsel specified in Section 4.07, or other counsel selected by the Company and reasonably satisfactory to the Sales Agent BNYMCM and the Forward Seller, shall have furnished to the Sales Agent BNYMCM and the Forward Seller their written opinion required to be delivered pursuant to Section 4.07 on or before the date on which satisfaction of this condition is determined. In addition, Sidley Austin LLP, counsel for the Sales Agent, BNYMCM and the Forward Seller and the Alternative Sales AgentsAgent, or other counsel selected by the Sales Agent BNYMCM and the Forward Seller, shall have furnished to the Sales Agent BNYMCM and the Forward Seller its written opinion, dated on or before the date of the opinion(s) delivered pursuant to Section 4.07, in form and substance satisfactory to the Sales Agent BNYMCM and the Forward Seller and of the same tenor as the opinion referred to in Section 2.02(iv) 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, that if such counsel has previously furnished an opinion of the same tenor as the opinion referred to in Section 2.02(iv), such counsel shall have furnished to the Sales Agent BNYMCM and the Forward Seller a letter or letters to the effect that the Sales Agent BNYMCM and the Forward Seller may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date). In connection with the foregoing, the Company shall have furnished to such counsel such documents as they may request for the purpose of enabling them to pass upon such matters, and Sidley Austin LLP may rely as to matters involving the laws of the State of Ohio upon the opinion of even date of Xxxxx Day.

Counsel Opinions. The counsel specified in Section 4.07, or other counsel selected by the Company and reasonably satisfactory to the Sales Agent and the Forward SellerBNYMCM, shall have furnished to the Sales Agent and the Forward Seller BNYMCM their written opinion required to be delivered pursuant to Section 4.07 on or before the date on which satisfaction of this condition is determined. Notwithstanding the foregoing, in the event the Issuance Amount with respect to any Issuance Notice exceeds, individually or in the aggregate with all prior Issuance Amounts under this Agreement and/or the Alternative Sales Agency Agreement, the Initial Authorized Amount, then the Company shall be obligated to furnish or cause to be furnished to BNYMCM, on the date of delivery of such Issuance Notice, the written opinion of such counsel to the effect set forth in paragraph 4 of Exhibit B. In addition, Sidley Austin LLPllp, counsel for the Sales Agent, the Forward Seller BNYMCM and the Alternative Sales AgentsAgent, or other counsel selected by the Sales Agent and the Forward SellerBNYMCM, shall have furnished to the Sales Agent and the Forward Seller BNYMCM its written opinion, dated on or before the date of the opinion(s) delivered pursuant to Section 4.07, in form and substance satisfactory to the Sales Agent and the Forward Seller BNYMCM and of the same tenor as the opinion referred to in Section 2.02(iv) 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, that if such counsel has previously furnished an opinion of the same tenor as the opinion referred to in Section 2.02(iv), such counsel shall have furnished to the Sales Agent and the Forward Seller BNYMCM a letter or letters to the effect that the Sales Agent and the Forward Seller BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date). In connection with the foregoing, the Company shall have furnished to such counsel such documents as they may request for the purpose of enabling them to pass upon such matters, and Sidley Austin LLP llp may rely as to matters involving the laws of the State of Ohio upon the opinion of even date of Xxxxx Day.

Counsel Opinions. The counsel specified in Section 4.07, or other counsel selected by the Company and reasonably satisfactory to the Sales Agent and the Forward SellerKBCM, shall have furnished to the Sales Agent and the Forward Seller KBCM their written opinion required to be delivered pursuant to Section 4.07 on or before the date on which satisfaction of this condition is determined. Notwithstanding the foregoing, in the event the Issuance Amount with respect to any Issuance Notice exceeds, individually or in the aggregate with all prior Issuance Amounts under this Agreement and/or the Alternative Sales Agency Agreement, the Initial Authorized Amount, then the Company shall be obligated to furnish or cause to be furnished to KBCM, on the date of delivery of such Issuance Notice, the written opinion of such counsel to the effect set forth in paragraph 4 of Exhibit B. In addition, Sidley Austin LLPllp, counsel for the Sales Agent, the Forward Seller KBCM and the Alternative Sales AgentsAgent, or other counsel selected by the Sales Agent and the Forward SellerKBCM, shall have furnished to the Sales Agent and the Forward Seller KBCM its written opinion, dated on or before the date of the opinion(s) delivered pursuant to Section 4.07, in form and substance satisfactory to the Sales Agent and the Forward Seller KBCM and of the same tenor as the opinion referred to in Section 2.02(iv) 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, that if such counsel has previously furnished an opinion of the same tenor as the opinion referred to in Section 2.02(iv), such counsel shall have furnished to the Sales Agent and the Forward Seller KBCM a letter or letters to the effect that the Sales Agent and the Forward Seller KBCM may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date). In connection with the foregoing, the Company shall have furnished to such counsel such documents as they may request for the purpose of enabling them to pass upon such matters, and Sidley Austin LLP may rely as to matters involving the laws of the State of Ohio upon the opinion of even date of Xxxxx Day.

Counsel Opinions. The counsel specified in Section 4.07, or other counsel selected by the Company and reasonably satisfactory to the Sales Agent and the Forward SellerBNYMCM, shall have furnished to the Sales Agent and the Forward Seller BNYMCM their written opinion required to be delivered pursuant to Section 4.07 on or before the date on which satisfaction of this condition is determined. In addition, Sidley Austin LLP, counsel for the Sales Agent, the Forward Seller BNYMCM and the Alternative Sales AgentsAgent, or other counsel selected by the Sales Agent and the Forward SellerBNYMCM, shall have furnished to the Sales Agent and the Forward Seller BNYMCM its written opinion, dated on or before the date of the opinion(s) delivered pursuant to Section 4.07, in form and substance satisfactory to the Sales Agent and the Forward Seller BNYMCM and of the same tenor as the opinion referred to in Section 2.02(iv) 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, that if such counsel has previously furnished an opinion of the same tenor as the opinion referred to in Section 2.02(iv), such counsel shall have furnished to the Sales Agent and the Forward Seller BNYMCM a letter or letters to the effect that the Sales Agent and the Forward Seller BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date). In connection with the foregoing, the Company shall have furnished to such counsel such documents as they may request for the purpose of enabling them to pass upon such matters, and Sidley Austin LLP may rely as to matters involving the laws of the State of Ohio upon the opinion of even date of Xxxxx Day.

Counsel Opinions. The counsel specified in Section 4.07, or other counsel selected by the Company and reasonably satisfactory to the Sales Agent and the Forward SellerKBCM, shall have furnished to the Sales Agent and the Forward Seller KBCM their written opinion required to be delivered pursuant to Section 4.07 on or before the date on which satisfaction of this condition is determined. In addition, Sidley Austin LLP, counsel for the Sales Agent, the Forward Seller KBCM and the Alternative Sales AgentsAgent, or other counsel selected by the Sales Agent and the Forward SellerKBCM, shall have furnished to the Sales Agent and the Forward Seller KBCM its written opinion, dated on or before the date of the opinion(s) delivered pursuant to Section 4.07, in form and substance satisfactory to the Sales Agent and the Forward Seller KBCM and of the same tenor as the opinion referred to in Section 2.02(iv) 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, that if such counsel has previously furnished an opinion of the same tenor as the opinion referred to in Section 2.02(iv), such counsel shall have furnished to the Sales Agent and the Forward Seller KBCM a letter or letters to the effect that the Sales Agent and the Forward Seller KBCM may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date). In connection with the foregoing, the Company shall have furnished to such counsel such documents as they may request for the purpose of enabling them to pass upon such matters, and Sidley Austin LLP may rely as to matters involving the laws of the State of Ohio upon the opinion of even date of Xxxxx Day.