Legal Opinion and Negative Assurance Letter. (1) On or before the First Placement Date, the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of Xxxxxx and Xxxxx, LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, each in form and substance reasonably satisfactory to Agent and its counsel; and (2) within five (5) 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 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter of Company Counsel, or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to Agent and its counsel; provided, however, the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice.
Legal Opinion and Negative Assurance Letter. (1) On or before the First Placement Date, the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of Xxxxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, each in form and substance reasonably satisfactory to Agent and its counsel; and (2) within five (5) 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 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter of Company Counsel, or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to Agent and its counsel; provided, however, the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice.
Legal Opinion and Negative Assurance Letter. The Agents, the Forward Purchasers and the Forward Sellers shall have received the opinion and negative assurance letter of Company Corporate Counsel and the opinion of Company Tax Counsel, in each case, required to be delivered pursuant Section 7(m) on every date on which such delivery of such documents are required pursuant to Section 7(m).
Legal Opinion and Negative Assurance Letter. (1) On or before the First Placement Date, the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of Nason, Yeager, Gerson, Harris & Fumero, P.A. (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, each in form and substance reasonably satisfactory to Agent and its counsel; and (2) within five (5) 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 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter of Company Counsel, or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to Agent and its counsel; provided, however, the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice.
Legal Opinion and Negative Assurance Letter. (1) On or before the First Placement Date, the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, each in form and substance reasonably satisfactory to Agent and its counsel; and (2) within five (5) 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 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter of Company Counsel, or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to Agent and its counsel; provided, however, the Company shall not be required to furnish to Agent more than one written opinion and negative assurance letter per calendar quarter; provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(n) 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 as of the date of the Reliance Letter).
Legal Opinion and Negative Assurance Letter. Upon commencement of the offering of the Placement Shares under this Agreement (and upon the recommencement of the offering of the Placement Shares under this Agreement following the termination of a Suspension Period), the Company shall cause to be furnished to the Agents, the Forward Purchasers and the Forward Sellers (i) a written opinion of Xxxxx Lovells US LLP or other counsel selected by the Company and reasonably acceptable to Agents, the Forward Purchasers and the Forward Sellers (“Company Corporate Counsel”) as to corporate and securities matters substantially in the form attached as Exhibit B-1 hereto, dated as of the date of such commencement or recommencement, as applicable, (ii) a negative assurance letter substantially in the form attached as Exhibit B-2 hereto, dated as of the date of such commencement or recommencement, as applicable, and (iii) a written opinion of Fried, Xxxxx, Xxxxxx, Xxxxxxx & Xxxxxxxx LLP or other counsel selected by the Company and reasonably acceptable to Agent, the Forward Purchasers and the Forward Sellers (“Company Tax Counsel”, and together with Company Corporate Counsel, “Company Counsel”) as to tax matters substantially in the form attached as Exhibit B-3 hereto, dated as of the date of such commencement or recommencement, as applicable. Within two (2) Trading Days after any Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit A for which no waiver is applicable, the Company shall cause to be furnished to the Agents, the Forward Purchasers and the Forward Sellers the written opinions of Company Counsel in substantially the foregoing forms, dated as of the date that the opinion is required to be delivered, as applicable; provided, however, that in lieu of such opinions, any Company Counsel may furnish to the Agents, the Forward Purchasers and the Forward Sellers letters (“Reliance Letters”) substantially to the effect that the Agents, the Forward Purchasers and the Forward Sellers may rely on such Company Counsel’s prior opinion delivered under this Section 7(m) to the same extent as if they were dated the date of such Reliance Letters (except that statements in such prior opinions shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented). The obligation of the Company under this Section 7(m) shall be deferred for any Suspension Period and shall recommence upon the termination of such Su...
Legal Opinion and Negative Assurance Letter. (1) On or before the First Placement Date and (2) within five (5) 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 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C. (“Company Counsel”) and a written opinion of Xxxxx + Xxxxxx (“Intellectual Property Counsel”), or other counsel reasonably satisfactory to the Agent, each in form and substance reasonably satisfactory to the Agent and its counsel; provided, however, the Company shall be required to furnish to the Agent (i) no more than one written opinion of Company Counsel hereunder per calendar year, (ii) no more than one negative assurance letter of Company Counsel hereunder per calendar quarter and (iii) no more than one written opinion of Intellectual Property Counsel hereunder per calendar year; provided, further, the Company shall not be required to furnish any such opinion or letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice.
Legal Opinion and Negative Assurance Letter. (1) On or before the First Placement Date, the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of Xxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, each in form and substance reasonably satisfactory to Agent and its counsel; and (2) within five (5) 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 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter of Company Counsel, or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to Agent and its counsel; provided, however, the Company shall be required to furnish to the Agent no more than one negative assurance letter from Company Counsel hereunder per calendar quarter and the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice.
Legal Opinion and Negative Assurance Letter. On or prior to the date of the first Placement Notice given hereunder, the Company shall cause to be furnished to B. Xxxxx a written opinion and letter of Cxxxxx LLP (“Company Counsel”), or such other counsel reasonably satisfactory to B. Xxxxx, each in form and substance reasonably satisfactory to B. Xxxxx. Thereafter within ten (10) 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 7(l) for which no waiver is applicable, the Company shall cause to be furnished to B. Xxxxx a negative assurance letter of Company Counsel, or other counsel reasonably satisfactory to B. Xxxxx, substantially similar to the form previously provided to B. Xxxxx (such letter, a “Negative Assurance Letter”), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that, for the avoidance of doubt, the Company shall not be required to furnish any such Negative Assurance Letter at any time at which no Placement Notice is pending until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such letters for subsequent periodic filings under the Exchange Act, counsel may furnish B. Xxxxx with a letter (a “Reliance Letter”) to the effect that B. Xxxxx may rely on a prior Negative Assurance Letter 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). Notwithstanding anything to the contrary set forth herein, each obligation of the Company to cause to be furnished to B. Xxxxx a Negative Assurance Letter shall be conditioned upon the concurrent delivery to B. Xxxxx by counsel reasonably acceptable to B. Xxxxx (“B. Xxxxx Counsel”) of a letter covering statements substantially similar to those covered by such Negative Assurance Letter of Company Counsel.
