Common use of Legal Opinion of Company Counsel Clause in Contracts

Legal Opinion of Company Counsel. On the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to RBS Securities: (i) a written opinion and a supplemental “negative assurances” letter, each dated as of the date of such Placement Notice, of Proskauer Rose LLP (“Company Counsel”), in the form of Exhibit 7(n)(i) and 7(n)(ii) hereto. (ii) a written opinion with respect to certain tax matters in connection with the issuance and sale of Common Stock, dated as of the date of such Placement Notice, of Company Counsel, in the form of Exhibit 7(n)(iii) hereto. (iii) a written opinion, dated as of the date of such Placement Notice, of Xxxxxxx LLP (“Maryland Counsel”), in the form of Exhibit 7(n)(iv) hereto; Within three Trading Days of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to RBS Securities the written opinions and negative assurance letter of Company Counsel and Maryland Counsel in the foregoing forms; provided, however, that in lieu of such opinions and negative assurance letter, Company Counsel and Maryland Counsel last furnishing such opinion to RBS Securities may furnish to RBS Securities a letter substantially to the effect that RBS Securities may rely on such prior opinion to the same extent as though dated the date of such letter authorizing reliance.

Appears in 1 contract

Samples: Equity Distribution Agreement (American Realty Capital Properties, Inc.)

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Legal Opinion of Company Counsel. On the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to RBS SecuritiesXxxxxx X. Xxxxx: (i) a written opinion and a supplemental “negative assurances” letter, each dated as of the date of such Placement Notice, of Proskauer Rose LLP (“Company Counsel”), in the form of Exhibit 7(n)(i) and 7(n)(ii) hereto. (ii) a written opinion with respect to certain tax matters in connection with the issuance and sale of Common Stock, dated as of the date of such Placement Notice, of Company Counsel, in the form of Exhibit 7(n)(iii) hereto. (iii) a written opinion, dated as of the date of such Placement Notice, of Xxxxxxx LLP (“Maryland Counsel”), in the form of Exhibit 7(n)(iv) hereto; Within three Trading Days of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to RBS Securities Xxxxxx X. Xxxxx the written opinions and negative assurance letter of Company Counsel and Maryland Counsel in the foregoing forms; provided, however, that in lieu of such opinions and negative assurance letter, Company Counsel and Maryland Counsel last furnishing such opinion to RBS Securities Xxxxxx X. Xxxxx may furnish to RBS Securities Xxxxxx X. Xxxxx a letter substantially to the effect that RBS Securities Xxxxxx X. Xxxxx may rely on such prior opinion to the same extent as though dated the date of such letter authorizing reliance.

Appears in 1 contract

Samples: Equity Distribution Agreement (American Realty Capital Properties, Inc.)

Legal Opinion of Company Counsel. On the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to RBS SecuritiesXxxxxxx Xxxxx: (i) a written opinion and a supplemental “negative assurances” letter, each dated as of the date of such Placement Notice, of Proskauer Rose LLP (“Company Counsel”), in the form of Exhibit 7(n)(i) and 7(n)(ii) hereto. (ii) a written opinion with respect to certain tax matters in connection with the issuance and sale of Common Stock, dated as of the date of such Placement Notice, of Company Counsel, in the form of Exhibit 7(n)(iii) hereto. (iii) a written opinion, dated as of the date of such Placement Notice, of Xxxxxxx LLP (“Maryland Counsel”), in the form of Exhibit 7(n)(iv) hereto; Within three Trading Days of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to RBS Securities Xxxxxxx Xxxxx the written opinions and negative assurance letter of Company Counsel and Maryland Counsel in the foregoing forms; provided, however, that in lieu of such opinions and negative assurance letter, Company Counsel and Maryland Counsel last furnishing such opinion to RBS Securities Xxxxxxx Xxxxx may furnish to RBS Securities Xxxxxxx Xxxxx a letter substantially to the effect that RBS Securities Xxxxxxx Xxxxx may rely on such prior opinion to the same extent as though dated the date of such letter authorizing reliance.

Appears in 1 contract

Samples: Equity Distribution Agreement (American Realty Capital Properties, Inc.)

Legal Opinion of Company Counsel. On the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to RBS JMP Securities: (i) a written opinion and a supplemental “negative assurances” letter, each dated as of the date of such Placement Notice, of Proskauer Rose LLP (“Company Counsel”), in the form of Exhibit 7(n)(i) and 7(n)(ii) hereto. (ii) a written opinion with respect to certain tax matters in connection with the issuance and sale of Common Stock, dated as of the date of such Placement Notice, of Company Counsel, in the form of Exhibit 7(n)(iii) hereto. (iii) a written opinion, dated as of the date of such Placement Notice, of Xxxxxxx LLP (“Maryland Counsel”), in the form of Exhibit 7(n)(iv) hereto; Within three Trading Days of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to RBS JMP Securities the written opinions and negative assurance letter of Company Counsel and Maryland Counsel in the foregoing forms; provided, however, that in lieu of such opinions and negative assurance letter, Company Counsel and Maryland Counsel last furnishing such opinion to RBS JMP Securities may furnish to RBS JMP Securities a letter substantially to the effect that RBS JMP Securities may rely on such prior opinion to the same extent as though dated the date of such letter authorizing reliance.

Appears in 1 contract

Samples: Equity Distribution Agreement (American Realty Capital Properties, Inc.)

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Legal Opinion of Company Counsel. On the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to RBS SecuritiesLadenburg Txxxxxxx: (i) a written opinion and a supplemental “negative assurances” letter, each dated as of the date of such Placement Notice, of Proskauer Rose LLP (“Company Counsel”), in the form of Exhibit 7(n)(i) and 7(n)(ii) hereto. (ii) a written opinion with respect to certain tax matters in connection with the issuance and sale of Common Stock, dated as of the date of such Placement Notice, of Company Counsel, in the form of Exhibit 7(n)(iii) hereto. (iii) a written opinion, dated as of the date of such Placement Notice, of Xxxxxxx Vxxxxxx LLP (“Maryland Counsel”), in the form of Exhibit 7(n)(iv) hereto; Within three Trading Days of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to RBS Securities Ladenburg Txxxxxxx the written opinions and negative assurance letter of Company Counsel and Maryland Counsel in the foregoing forms; provided, however, that in lieu of such opinions and negative assurance letter, Company Counsel and Maryland Counsel last furnishing such opinion to RBS Securities Ladenburg Txxxxxxx may furnish to RBS Securities Ladenburg Txxxxxxx a letter substantially to the effect that RBS Securities Ladenburg Txxxxxxx may rely on such prior opinion to the same extent as though dated the date of such letter authorizing reliance.

Appears in 1 contract

Samples: Equity Distribution Agreement (American Realty Capital Properties, Inc.)

Legal Opinion of Company Counsel. On the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to RBS Securitiesthe applicable Distribution Agent: (i) a written opinion and a supplemental “negative assurances” letter, each dated as of the date of such Placement Notice, of Proskauer Rose LLP (“Company Counsel”), in the form of Exhibit 7(n)(i) and 7(n)(ii) hereto. (ii) a written opinion with respect to certain tax matters in connection with the issuance and sale of Common Stock, dated as of the date of such Placement Notice, of Company Counsel, in the form of Exhibit 7(n)(iii) hereto. (iii) a written opinion, dated as of the date of such Placement Notice, of Xxxxxxx LLP (“Maryland Counsel”), in the form of Exhibit 7(n)(iv) hereto; Within three Trading Days of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to RBS Securities the applicable Distribution Agent the written opinions and negative assurance letter of Company Counsel and Maryland Counsel in the foregoing forms; provided, however, that in lieu of such opinions and negative assurance letter, Company Counsel and Maryland Counsel last furnishing such opinion to RBS Securities any Distribution Agent may furnish to RBS Securities the current applicable Distribution Agent a letter substantially to the effect that RBS Securities such Distribution Agent may rely on such prior opinion to the same extent as though addressed to such Distribution Agent and dated the date of such letter authorizing reliance.

Appears in 1 contract

Samples: Equity Distribution Agreement (American Realty Capital Properties, Inc.)

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