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 Xxxxxx 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 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 Xxxxxx X. Xxxxx may furnish to Xxxxxx X. Xxxxx a letter substantially to the effect that Xxxxxx X. Xxxxx may rely on such prior opinion to the same extent as though dated the date of such letter authorizing reliance.

Legal Opinion of Company Counsel. On the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to Xxxxxx X. Xxxxxxx 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 Xxxxxx X. 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 Xxxxxx X. Xxxxxxx Xxxxx may furnish to Xxxxxx X. Xxxxxxx Xxxxx a letter substantially to the effect that Xxxxxx X. Xxxxxxx Xxxxx may rely on such prior opinion to the same extent as though dated the date of such letter authorizing reliance.

Legal Opinion of Company Counsel. On the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to Xxxxxx X. XxxxxJMP 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 Xxxxxx X. Xxxxx 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 Xxxxxx X. Xxxxx JMP Securities may furnish to Xxxxxx X. Xxxxx JMP Securities a letter substantially to the effect that Xxxxxx X. Xxxxx JMP Securities may rely on such prior opinion to the same extent as though dated the date of such letter authorizing reliance.

Legal Opinion of Company Counsel. On the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to Xxxxxx X. XxxxxRBS 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 Xxxxxx X. Xxxxx 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 Xxxxxx X. Xxxxx RBS Securities may furnish to Xxxxxx X. Xxxxx RBS Securities a letter substantially to the effect that Xxxxxx X. Xxxxx RBS Securities may rely on such prior opinion to the same extent as though dated the date of such letter authorizing reliance.

Legal Opinion of Company Counsel. On the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to Xxxxxx X. Xxxxxthe 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 Xxxxxx X. Xxxxx 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 Xxxxxx X. Xxxxx any Distribution Agent may furnish to Xxxxxx X. Xxxxx the current applicable Distribution Agent a letter substantially to the effect that Xxxxxx X. Xxxxx 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.

Legal Opinion of Company Counsel. On the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to Xxxxxx X. XxxxxLadenburg 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 Xxxxxx X. Xxxxx 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 Xxxxxx X. Xxxxx Ladenburg Txxxxxxx may furnish to Xxxxxx X. Xxxxx Ladenburg Txxxxxxx a letter substantially to the effect that Xxxxxx X. Xxxxx Ladenburg Txxxxxxx may rely on such prior opinion to the same extent as though dated the date of such letter authorizing reliance.