Common use of Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events Clause in Contracts

Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within three (3) Trading Days immediately following the date the Company files with the Commission (i) an annual report on Form 20-F under the Exchange Act with respect to a fiscal year ending after the Commencement Date; (ii) an amendment on Form 20-F/A to an annual report on Form 20-F under the Exchange Act with respect to a fiscal year ending after the Commencement Date, which contains amended material financial information (or a restatement of material financial information) or an amendment to other material information contained in a previously filed Form 20-F, which contains amended material financial information (or a restatement of material financial information); or (iii) the Initial Registration Statement, any New Registration Statement, or the Prospectus or any amendment to other material information contained or incorporated by reference in the Initial Registration Statement or any New Registration Statement (each, a “Representation Date”), the Company shall (I) deliver to the Investor a Compliance Certificate, dated such date, (II) cause to be furnished to the Investor an opinion and negative assurance “bring down” from outside counsel to each of the Company and the Investor, respectively, substantially in the form mutually agreed to by the Company and the Investor prior to the date of this Agreement, modified, as necessary, to relate to such Registration Statement or post-effective amendment, as applicable (each such opinion, a “Bring-Down Opinion”) and (III) cause to be furnished to the Investor a comfort letter from the independent registered public accounting firm or firms whose reports are included or incorporated by reference in the Registration Statement and the Prospectus, and any Prospectus Supplement (in the case of a post-effective amendment, only if such amendment contains amended or new financial information) (the “Bring-Down Comfort Letter”). The requirement to provide the documents identified in clauses (I) and (II) of this Section 6.16 shall be waived for any Representation Date if the Company or the Investor has given notice to the other party in writing (including by email correspondence to the individual(s) of the other party set forth in Section 10.4 hereto, if receipt of such correspondence is actually acknowledged by any individual to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to the individual(s) of the other party set forth in Section 10.4 hereto) of the suspension of VWAP Purchases (a “Suspension”), which waiver shall continue until the earlier to occur of the date the Company delivers a VWAP Purchase Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to deliver a VWAP Purchase Notice following a Representation Date when a Suspension was in effect and did not provide the Investor with the documents identified in clauses (I), (II) and (III) of this Section 6.16, then before the Investor accepts such VWAP Purchase Notice, the Company shall provide the Investor with the documents identified in clauses (I), (II) and (III) of this Section 6.16, dated as of the date that the VWAP Purchase Notice is accepted by the Investor.

Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within three (3) Trading Days immediately following the date each time the Company files with the Commission (i) an annual report on Form 2010-F K under the Exchange Act with respect (including any Form 10-K/A containing amended financial information or a material amendment to a fiscal year ending after the Commencement Datepreviously filed Form 10-K); (ii) an amendment on Form 20-F/A to an annual a quarterly report on Form 2010-F Q under the Exchange Act with respect to Act; (iii) a fiscal year ending after the Commencement Date, which contains current report on Form 8-K containing amended material financial information (other than information “furnished” pursuant to Items 2.02 or a restatement 7.01 of material financial informationForm 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) or an amendment to other material information contained in a previously filed Form 20-F, which contains amended material financial information (or a restatement of material financial information)under the Exchange Act; or (iiiiv) the Initial Registration Statement, any New Registration Statement, or the Prospectus any supplement or post-effective amendment thereto, and in any amendment to other material information contained or incorporated by reference in the Initial Registration Statement or any New Registration Statement case (each, a “Representation Date”), the Company shall (Ia) deliver to the Investor a Compliance CertificateCertificate in the form attached hereto as Exhibit C, dated such date, (IIb) cause to be furnished to the Investor (1) an opinion and negative assurance “bring down” from outside counsel to each of the Company and (2) a negative assurance letter from outside counsel to the InvestorCompany, respectively, in ease case substantially in the form mutually agreed to by the Company and the Investor prior to the date of this Agreement, modified, as necessary, to relate to such Registration Statement or post-effective amendment, as applicable Agreement (each such opinion, a “Bring-Down Opinion”) and (IIIc) cause to be furnished to the Investor a comfort letter from the independent registered public accounting firm or firms whose reports are included or incorporated by reference Accountant in a form and substance satisfactory to the Registration Statement Investor and the Prospectus, and any Prospectus Supplement its counsel (in the case of a post-effective amendment, only if such amendment contains amended or new financial information) ), modified, as necessary, to address such new financial information or relate to such Registration Statement or post-effective amendment, or the Prospectus contained therein as then amended or supplemented by such Prospectus Supplement, as applicable (the a “Bring-Down Comfort Letter”). The requirement to provide the documents identified in clauses (Ia), (b) and (IIc) of this Section 6.16 6.15 shall be waived for any Representation Date if the Company or the Investor has given notice to the other party in writing (including by email correspondence to the individual(s) of the other party set forth in Section 10.4 hereto, if receipt of such correspondence is actually acknowledged by any individual to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to the individual(s) of the other party set forth in Section 10.4 hereto) of the suspension of VWAP Purchases (a “Suspension”), which waiver shall continue until the earlier to occur of the date the Company delivers a VWAP Purchase Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation DateDate (which also shall be waived if a Suspension is then in effect). Notwithstanding the foregoing, if the Company subsequently decides to deliver a VWAP Purchase Notice following a Representation Date when a Suspension was in effect and did not provide the Investor with the documents identified in clauses (Ia), (IIb) and (IIIc) of this Section 6.166.15, then before the Investor accepts such VWAP Purchase Notice, the Company shall provide the Investor with the documents identified in clauses (Ia), (IIb) and (IIIc) of this Section 6.166.15, dated as of the date that the VWAP Purchase Notice is accepted by the Investor. For the avoidance of doubt, at the end of any waiver under this Section 6.15, the Company shall not be required to deliver the documents identified in clauses (a), (b) and (c) of this Section 6.15 for any Representation Date that has been waived, other than the most recently occurring Representation Date.

Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within three (3) Trading Days immediately following the date each time the Company files with the Commission (i) an annual report on Form 2010-F K under the Exchange Act with respect (including any Form 10-K/A containing amended financial information or a material amendment to a fiscal year ending after the Commencement Datepreviously filed Form 10-K); (ii) an amendment on Form 20-F/A to an annual a quarterly report on Form 2010-F Q under the Exchange Act with respect to Act; (iii) a fiscal year ending after the Commencement Date, which contains current report on Form 8-K containing amended material financial information (other than information “furnished” pursuant to Items 2.02 or a restatement 7.01 of material financial informationForm 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) or an amendment to other material information contained in a previously filed Form 20-F, which contains amended material financial information (or a restatement of material financial information)under the Exchange Act; or (iiiiv) the Initial Registration Statement, any New Registration Statement, or the Prospectus any supplement or post-effective amendment thereto, and in any amendment to other material information contained or incorporated by reference in the Initial Registration Statement or any New Registration Statement (eachcase, a “Representation Date”)not more than once per calendar quarter, the Company shall (I1) deliver to the Investor a Compliance CertificateCertificate in the form attached hereto as Exhibit B, dated such date, (II2) cause to be furnished to the Investor an opinion and negative assurance “bring down” from outside counsel to each of the Company and the Investor, respectively, substantially in the form mutually agreed to by the Company and the Investor prior to the date of this Agreement, modified, as necessary, to relate to such Registration Statement or post-effective amendment, as applicable Agreement (each such opinion, a “Bring-Down Opinion”) and (III3) cause to be furnished to the Investor a comfort letter from the each and any independent registered public accounting firm of the Company or firms whose reports are included or incorporated by reference in the Registration Statement and the Prospectus, and any Prospectus Supplement its predecessors (in the case of a post-effective amendment, only if such amendment contains amended or new financial information) (the “Bring), modified, as necessary, to relate to such Registration Statement or post-Down Comfort Letter”). The requirement to provide the documents identified in clauses (I) and (II) of this Section 6.16 shall be waived for any Representation Date if the Company effective amendment, or the Investor has given notice to the other party in writing (including Prospectus contained therein as then amended or supplemented by email correspondence to the individual(s) of the other party set forth in Section 10.4 heretosuch Prospectus Supplement, if receipt of such correspondence is actually acknowledged by any individual to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to the individual(s) of the other party set forth in Section 10.4 hereto) of the suspension of VWAP Purchases (a “Suspension”), which waiver shall continue until the earlier to occur of the date the Company delivers a VWAP Purchase Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to deliver a VWAP Purchase Notice following a Representation Date when a Suspension was in effect and did not provide the Investor with the documents identified in clauses (I), (II) and (III) of this Section 6.16, then before the Investor accepts such VWAP Purchase Notice, as applicable; provided that the Company shall provide not be required to cause a comfort letter to be furnished to the Investor from Mxxxxx with respect to the documents identified Company’s predecessors following the events described in clauses items (I), i) through (IIiii) and (III) of this Section 6.16, dated as of the date that the VWAP Purchase Notice is accepted by the Investorabove.

Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within three (3) Trading Days immediately following the date the Company files with the Commission (i) an annual report on Form 20-F under the Exchange Act with respect to a fiscal year ending after the Commencement Date; (ii) an amendment on Form 20-F/A to an annual report on Form 20-F under the Exchange Act with respect to a fiscal year ending after the Commencement Date, which contains amended material financial information (or a restatement of material financial information) or an amendment to other material information contained in a previously filed Form 20-F, which contains amended material financial information (or a restatement of material financial information); or (iii) the Initial Registration Statement, any New Registration Statement, or the Prospectus or any amendment to other material information contained or incorporated by reference in the Initial Registration Statement or any New Registration Statement (it being hereby acknowledged and agreed that the filing or furnishing by the Company with the Commission of a report on Form 6-K that includes only updated financial information as of the end of the Company’s most recent fiscal quarter shall not, in and of itself, constitute an “amendment” or “restatement” for purposes of this Section 6.16), and in any case, not more than once per calendar quarter (each, a “Representation Date”), the Company shall (I) deliver to the Investor a Compliance Certificate, dated such date, (II) cause to be furnished to the Investor an opinion and negative assurance “bring down” from outside counsel to each of the Company and the Investor, respectively, substantially in the form mutually agreed to by the Company and the Investor prior to the date of this Agreement, modified, as necessary, to relate to such Registration Statement or post-effective amendment, as applicable (each such opinion, a “Bring-Down Opinion”) and (III) cause to be furnished to the Investor a comfort letter from the independent registered public accounting firm or firms whose reports are included or incorporated by reference in the Registration Statement and the Prospectus, and any Prospectus Supplement (in the case of a post-effective amendment, only if such amendment contains amended or new financial information) (the “Bring-Down Comfort Letter”). The requirement to provide the documents identified in clauses (I) and (II) of this Section 6.16 shall be waived for any Representation Date if the Company or the Investor has given notice to the other party in writing (including by email correspondence to the individual(s) of the other party set forth in Section 10.4 hereto, if receipt of such correspondence is actually acknowledged by any individual to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to the individual(s) of the other party set forth in Section 10.4 hereto) of the suspension of VWAP Purchases (a “Suspension”), which waiver shall continue until the earlier to occur of the date the Company delivers a VWAP Purchase Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to deliver a VWAP Purchase Notice following a Representation Date when a Suspension was in effect and did not provide the Investor with the documents identified in clauses (I), (II) and (III) of this Section 6.16, then before the Investor accepts such VWAP Purchase Notice, the Company shall provide the Investor with the documents identified in clauses (I), (II) and (III) of this Section 6.16, dated as of the date that the VWAP Purchase Notice is accepted by the Investor.

Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within three (3) Trading Days immediately following the date each time the Company files with the Commission or furnishes, as applicable (i) an annual report Annual Report on Form 20-F under the Exchange Act with respect to a fiscal year ending after the Commencement Date; (ii) an amendment on including any Form 20-F/A to an annual report on Form 20-F under the Exchange Act with respect to a fiscal year ending after the Commencement Date, which contains containing amended material financial information (or a restatement of material financial information) or an amendment to other material information contained in a the previously filed Form 20-F, which contains amended material ); (ii) interim financial information on Form 6-K under the Exchange Act; (or iii) a restatement of material report on Form 6-K containing amended financial information)information under the Exchange Act; or (iiiiv) the Initial Registration Statement, any New Registration Statement, or the Prospectus any supplement or post-effective amendment thereto, and in any amendment to other material information contained or incorporated by reference in the Initial Registration Statement or any New Registration Statement (eachcase, a “Representation Date”)not more than once per calendar quarter, the Company shall (Ia) deliver to the Investor a compliance certificate substantially in the form attached hereto as Exhibit C (a “Compliance Certificate”), dated as of such date, (IIb) cause to be furnished to the Investor an opinion (1) opinions from U.S., Cayman Islands and negative assurance “bring down” from Chinese outside counsel to each of the Company and (2) a negative assurance letter from U.S. outside counsel to the InvestorCompany, respectively, substantially in the each case in form mutually agreed and substance reasonably satisfactory to by the Company and the Investor prior to the date of this Agreement, modified, as necessary, to relate to such Registration Statement or post-effective amendment, as applicable (each such opiniondocument, a “Bring-Down Opinion”) and (IIIc) cause to be furnished to the Investor a comfort letter or letters from the independent registered public accounting firm or firms whose reports are included or incorporated by reference in the Registration Statement and the Prospectus, and any Prospectus Supplement (in the case of a post-effective amendment, only if such amendment contains amended or new financial information) whose reports are included or incorporated by reference therein, modified, as necessary, to address such new financial information or relate to such Registration Statement or post-effective amendment, or the Prospectus contained therein as then amended or supplemented by such Prospectus Supplement, as applicable, and in form and substance satisfactory to the Investor in its good faith judgment (the each, a “Bring-Down Comfort Letter”). The requirement to provide the documents identified in clauses (I) and (II) of this Section 6.16 shall be waived for any Representation Date if the Company or the Investor has given notice to the other party in writing (including by email correspondence to the individual(s) of the other party set forth in Section 10.4 hereto, if receipt of such correspondence is actually acknowledged by any individual to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to the individual(s) of the other party set forth in Section 10.4 hereto) of the suspension of VWAP Purchases (a “Suspension”), which waiver shall continue until the earlier to occur of the date the Company delivers a VWAP Purchase Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to deliver a VWAP Purchase Notice following a Representation Date when a Suspension was in effect and did not provide the Investor with the documents identified in clauses (I), (II) and (III) of this Section 6.16, then before the Investor accepts such VWAP Purchase Notice, the Company shall provide the Investor with the documents identified in clauses (I), (II) and (III) of this Section 6.16, dated as of the date that the VWAP Purchase Notice is accepted by the Investor.

Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within three (3) Trading Days immediately following the date the Company files with the Commission (i) an annual report on Form 20-F under the Exchange Act with respect to a fiscal year ending after the Commencement Date; (ii) an amendment on Form 20-F/A to an annual report on Form 20-F under the Exchange Act with respect to a fiscal year ending after the Commencement Date, which contains amended material financial information (or a restatement of material financial information) or an amendment to other material information contained in a previously filed Form 20-F, which contains amended material financial information (or a restatement of material financial information); or (iii) the Initial Registration Statement, any New Registration Statement, or the Prospectus or any amendment to other material information contained or incorporated by reference in the Initial Registration Statement or any New Registration Statement (it being hereby acknowledged and agreed that the filing or furnishing by the Company with the Commission of a report on Form 6-K that includes only updated financial information as of the end of the Company’s most recent fiscal quarter shall not, in and of itself, constitute an “amendment” or “restatement” for purposes of this Section 6.16), and in any case, not more than once per calendar quarter (each, a “Representation Date”), the Company shall (I) deliver to the Investor a Compliance Certificate, dated such date, (II) cause to be furnished to the Investor an opinion and negative assurance “bring down” from outside counsel to each of the Company and the Investor, respectively, substantially in the form mutually agreed to by the Company and the Investor prior to the date of this Agreement, modified, as necessary, to relate to such Registration Statement or post-effective amendment, as applicable (each such opinion, a “Bring-Down Opinion”) and (III) cause to be furnished to the Investor a comfort letter from the independent registered public accounting firm or firms whose reports are included or incorporated by reference in the Registration Statement and the Prospectus, and any Prospectus Supplement (in the case of a post-effective amendment, only if such amendment contains amended or new financial information) (the “Bring-Down Comfort Letter”). The requirement to provide the documents identified in clauses (I) and (II) of this Section 6.16 shall be waived for any Representation Date if the Company or the Investor has given notice to the other party in writing (including by email correspondence to the individual(s) of the other party set forth in Section 10.4 hereto, if receipt of such correspondence is actually acknowledged by any individual to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to the individual(s) of the other party set forth in Section 10.4 hereto) of the suspension of VWAP Purchases (a “Suspension”), which waiver shall continue until the earlier to occur of the date the Company delivers a VWAP Purchase Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to deliver a VWAP Purchase Notice following a Representation Date when a Suspension was in effect and did not provide the Investor with the documents identified in clauses (I), (II) and (III) of this Section 6.16, then before the Investor accepts such VWAP Purchase Notice, the Company shall provide the Investor with the documents identified in clauses (I), (II) and (III) of this Section 6.16, dated as of the date that the VWAP Purchase Notice is accepted by the Investor.. ​ ​

Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within three (3) Trading Days immediately following the date (i) each time the Company files with the Commission (i) an annual report on Form 2010-F K under the Exchange Act with respect (including any Form 10-K/A containing amended financial information or a material amendment to a fiscal year ending after the Commencement Datepreviously filed Form 10-K); (ii) an amendment on Form 20-F/A to an annual each time the Company files a quarterly report on Form 2010-F Q under the Exchange Act with respect to Act; (iii) each time the Company files a fiscal year ending after the Commencement Date, which contains current report on Form 8-K containing amended material financial information (other than information “furnished” pursuant to Items 2.02 or a restatement 7.01 of material financial informationForm 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) or an amendment to other material information contained in a previously filed Form 20-F, which contains amended material financial information (or a restatement of material financial information)under the Exchange Act; or (iiiiv) the effectiveness of the Initial Registration Statement, any New Registration Statement, or the Prospectus or post-effective amendment thereto, and in any amendment to other material information contained or incorporated by reference in the Initial Registration Statement or any New Registration Statement case, not more than once per calendar quarter (each, a “Representation Date”), (X) the Company shall (I) deliver to the Investor a compliance certificate, substantially in the form attached hereto as Exhibit C (the “Compliance Certificate”), dated such date, (II) cause to be furnished to the Investor an opinion and negative assurance “bring down” from outside counsel to each of the Company and the Investor, respectively, substantially in the form mutually agreed to by the Company and the Investor prior to the date of this AgreementCommencement Date, modified, as necessary, to relate to such Registration Statement or post-effective amendment, or the Prospectus contained therein as then amended or supplemented by such Prospectus Supplement, as applicable (each such opinion, a “Bring-Bring Down Opinion”) and (III) cause to be furnished to the Investor a customary “comfort letter from letter” provided by the independent registered public accounting firm or firms whose reports are included or incorporated by reference in the Registration Statement and the ProspectusCompany’s auditor (each such opinion, and any Prospectus Supplement (in the case of a post-effective amendment, only if such amendment contains amended or new financial information) (the “Bring-Bring Down Comfort Letter”)) and (Y) the Investor shall receive a negative assurance letter from its outside counsel reasonably acceptable to the Investor. The requirement to provide the documents identified in clauses (I) and (II) of this Section 6.16 the previous sentence shall be waived for any Representation Date if the Company or the Investor has given notice to the other party in writing (including by email correspondence to the individual(s) of the other party set forth in Section 10.4 10.5 hereto, if receipt of such correspondence is actually acknowledged by any individual to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to the individual(s) of the other party set forth in Section 10.4 10.5 hereto) of the suspension of VWAP Purchases (a “Suspension”), which waiver shall continue until the earlier to occur of the date the Company delivers a VWAP Purchase Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to deliver a VWAP Purchase Notice following a Representation Date when a Suspension was in effect and did not provide the Investor with the documents identified in clauses (I), (II) and (III) the first sentence of this Section 6.166.13, then before the Investor accepts such VWAP Purchase Notice, the Company shall provide the Investor with the documents identified in clauses (I), (II) and (III) the first sentence of this Section 6.166.13, dated as of the date that the VWAP Purchase Notice is accepted by the Investor.

Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within three (3) Trading Days immediately following the date (i) each time the Company files with the Commission (i) an annual report on Form 2010-F K under the Exchange Act with respect (including any Form 10-K/A containing amended financial information or a material amendment to a fiscal year ending after the Commencement Datepreviously filed Form 10-K); (ii) an amendment on Form 20-F/A to an annual each time the Company files a quarterly report on Form 2010-F Q under the Exchange Act with respect to Act; (iii) each time the Company files a fiscal year ending after the Commencement Date, which contains current report on Form 8-K containing amended material financial information (other than information “furnished” pursuant to Items 2.02 or a restatement 7.01 of material financial informationForm 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) or an amendment to other material information contained in a previously filed Form 20-F, which contains amended material financial information (or a restatement of material financial information)under the Exchange Act; or (iiiiv) the effectiveness of the Initial Registration Statement, any New Registration Statement, or the Prospectus or post-effective amendment thereto, and in any amendment to other material information contained or incorporated by reference in the Initial Registration Statement or any New Registration Statement case, not more than once per calendar quarter (each, a “Representation Date”), (X) the Company shall (I) deliver to the Investor a compliance certificate, substantially in the form attached hereto as Exhibit C (the “Compliance Certificate”), dated such date, (II) cause to be furnished to the Investor an opinion and negative assurance “bring down” from outside counsel to each of the Company and the Investor, respectively, substantially in the form mutually agreed to by the Company and the Investor prior to the date of this Agreement, modified, as necessary, to relate to such Registration Statement or post-effective amendment, or the Prospectus contained therein as then amended or supplemented by such Prospectus Supplement, as applicable (each such opinion, a “Bring-Bring Down Opinion”) and (III) cause to be furnished to the Investor a customary “comfort letter from letter” provided by the independent registered public accounting firm or firms whose reports are included or incorporated by reference in the Registration Statement and the ProspectusCompany’s auditor (each such opinion, and any Prospectus Supplement (in the case of a post-effective amendment, only if such amendment contains amended or new financial information) (the “Bring-Bring Down Comfort Letter”)) and (Y) the Investor shall receive a negative assurance letter from its outside counsel reasonably acceptable to the Investor. The requirement to provide the documents identified in clauses (I) and (II) of this Section 6.16 the previous sentence shall be waived for any Representation Date if the Company or the Investor has given notice to the other party in writing (including by email correspondence to the individual(s) of the other party set forth in Section 10.4 10.5 hereto, if receipt of such correspondence is actually acknowledged by any individual to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to the individual(s) of the other party set forth in Section 10.4 10.5 hereto) of the suspension of VWAP Purchases (a “Suspension”), which waiver shall continue until the earlier to occur of the date the Company delivers a VWAP Purchase Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to deliver a VWAP Purchase Notice following a Representation Date when a Suspension was in effect and did not provide the Investor with the documents identified in clauses (I), (II) and (III) the first sentence of this Section 6.166.13, then before the Investor accepts such VWAP Purchase Notice, the Company shall provide the Investor with the documents identified in clauses (I), (II) and (III) the first sentence of this Section 6.166.13, dated as of the date that the VWAP Purchase Notice is accepted by the Investor.

Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within Following the Commencement, within three (3) Trading Days immediately following the date each time the Company files with the Commission (i) an annual report on Form 2010-F K under the Exchange Act with respect (including any Form 10-K/A containing amended financial information or a material amendment to a fiscal year ending after the Commencement Datepreviously filed Form 10-K); (ii) an amendment on Form 20-F/A to an annual a quarterly report on Form 2010-F Q under the Exchange Act with respect to Act; (iii) a fiscal year ending after the Commencement Date, which contains current report on Form 8-K containing amended material financial information (other than information “furnished” pursuant to Items 2.02 or a restatement 7.01 of material financial informationForm 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) or an amendment to other material information contained in a previously filed Form 20-F, which contains amended material financial information (or a restatement of material financial information)under the Exchange Act; or (iiiiv) the Initial Registration Statement, any New Registration Statement, or the Prospectus any supplement or post-effective amendment thereto, and in any amendment to other material information contained or incorporated by reference in the Initial Registration Statement or any New Registration Statement case, not more than once per calendar quarter (each, a “Representation Date”), the Company shall (Ia) deliver to the Investor a Compliance Certificate in the form attached hereto as Exhibit C (a “Compliance Certificate”), dated such date, (IIb) cause to be furnished to the Investor an opinion and negative assurance “bring down” letter from outside counsel to the Company, in each of the Company and the Investor, respectivelycase, substantially in the form mutually agreed to by the Company and the Investor prior to the date of this Agreement, modified, as necessary, to relate to such Registration Statement or post-effective amendment, as applicable Closing Date (each such opiniondocument, a “Bring-Down Opinion”) ), and (IIIc) cause to be furnished to the Investor a comfort letter from the each Accountant and any other independent registered public accounting firm or firms accountants whose reports are report is included or incorporated by reference in any Registration Statement, the Registration Statement and the Prospectus, and Prospectus contained therein or any Prospectus Supplement (in the case of a post-effective amendment, only if such amendment contains amended or new financial information) ), modified, as necessary, to relate to such Registration Statement or post-effective amendment, or the Prospectus contained therein as then amended or supplemented by such Prospectus Supplement, as applicable (the each such comfort letter, a “Bring-Down Comfort Letter”); provided, however, that no Bring-Down Comfort Letter shall be required of any Accountant whose report on the consolidated financial statements of the Company is no longer incorporated in any such Registration Statement or the Prospectus contained therein (as amended or supplemented by any such Prospectus Supplement). The requirement to provide the documents identified in clauses (Ia), (b) and (IIc) of this Section 6.16 6.15 (collectively, the “Bring-Down Documents”) shall be waived for any Representation Date if the Company or the Investor has given notice to the other party in writing (including by email correspondence to the individual(s) of the other party set forth in Section 10.4 hereto, if receipt of such correspondence is actually acknowledged by any individual to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to the individual(s) of the other party set forth in Section 10.4 hereto) of the suspension of VWAP Purchases (a “Suspension”), which waiver shall continue until the earlier to occur of the date the Company gives notice of the cessation of the Suspension and the date the Company delivers a VWAP Purchase Notice hereunder (in each case, which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date). Notwithstanding the foregoing, if the Company subsequently decides to deliver a VWAP Purchase Notice following a Representation Date when a Suspension was in effect and did not provide the Investor with the documents identified in clauses (I), (II) and (III) of this Section 6.16Bring-Down Documents, then before the Investor accepts such VWAP Purchase Notice, the Company shall provide the Investor with the documents identified in clauses (I), (II) and (III) of this Section 6.16Bring-Down Documents, dated as of the date that the VWAP Purchase Notice is accepted by the Investor. On the first Representation Date following the filing of the Company’s annual report on Form 10-K under the Exchange Act on which the Company is required to deliver Bring-Down Documents pursuant to this Section 6.15, the Company shall also cause to be furnished to the Investor an opinion from outside intellectual property counsel to the Company, dated as of such date, in the form mutually agreed to by the Company and the Investor prior to the Commencement Date.

Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within Following the Commencement, within three (3) Trading Days immediately following the date each time the Company files with the Commission (i) an annual report on Form 2010-F K under the Exchange Act with respect (including any Form 10-K/A containing amended financial information or a material amendment to a fiscal year ending after the Commencement Datepreviously filed Form 10-K); (ii) an amendment on Form 20-F/A to an annual a quarterly report on Form 2010-F Q under the Exchange Act with respect to Act; (iii) a fiscal year ending after the Commencement Date, which contains current report on Form 8-K containing amended material financial information (other than information “furnished” pursuant to Items 2.02 or a restatement 7.01 of material financial informationForm 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) or an amendment to other material information contained in a previously filed Form 20-F, which contains amended material financial information (or a restatement of material financial information)under the Exchange Act; or (iiiiv) the Initial Registration Statement, any New Registration Statement, or the Prospectus any supplement or post-effective amendment thereto, and in any amendment to other material information contained or incorporated by reference in the Initial Registration Statement or any New Registration Statement case, not more than once per calendar quarter (each, a “Representation Date”), the Company shall (I1) deliver to the Investor a Compliance CertificateCertificate in the form attached hereto as Exhibit C, dated such date, (II2) cause to be furnished to the Investor an opinion and negative assurance “bring down” opinions from outside counsel to each of the Company and the Investor, respectively, substantially in the form forms mutually agreed to by the Company and the Investor prior to the date of this Agreement, modified, as necessary, to relate to such Registration Statement or post-effective amendment, as applicable Closing Date (each such opinion, a “Bring-Down Opinion”) and (III3) cause to be furnished to the Investor a comfort letter or letters from the independent registered public accounting firm or firms whose reports are included or incorporated by reference in the Registration Statement and the Prospectus, and any Prospectus Supplement (in the case of a post-effective amendment, only if such amendment contains amended or new financial information) (whose reports are included therein, modified, as necessary, to relate to such Registration Statement or post-effective amendment, or the “Bring-Down Comfort Letter”)Prospectus contained therein as then amended or supplemented by such Prospectus Supplement, as applicable. The requirement to provide the documents identified in clauses (I1), (2) and (II3) of this Section 6.16 6.15 shall be waived for any Representation Date if the Company or the Investor has given notice to the other party in writing (including by email correspondence to the individual(s) of the other party set forth in Section 10.4 hereto, if receipt of such correspondence is actually acknowledged by any individual to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to the individual(s) of the other party set forth in Section 10.4 hereto) of the suspension of VWAP Purchases (a “Suspension”), which waiver shall continue until the earlier to occur of the date the Company delivers a VWAP Purchase Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to deliver a VWAP Purchase Notice following a Representation Date when a Suspension was in effect and did not provide the Investor with the documents identified in clauses (I1), (II2) and (III3) of this Section 6.166.15, then before the Investor accepts such VWAP Purchase Notice, the Company shall provide the Investor with the documents identified in clauses (I1), (II2) and (III3) of this Section 6.166.15, dated as of the date that the VWAP Purchase Notice is accepted by the Investor.