Legal Opinions and Negative Assurance Letter Clause Samples
The 'Legal Opinions and Negative Assurance Letter' clause requires one party, typically legal counsel, to provide formal written statements regarding the legality and enforceability of a transaction, as well as assurances that nothing has come to their attention indicating material misstatements or omissions in related documents. In practice, this means that before closing a deal, the legal team will issue an opinion letter confirming that the transaction complies with applicable laws and a negative assurance letter stating they are not aware of undisclosed legal issues. This clause serves to reassure the parties involved by reducing legal uncertainty and providing a documented basis for relying on the accuracy and legality of the transaction.
Legal Opinions and Negative Assurance Letter. The Placement Agent shall have received the opinion and negative assurance letter of Company Corporate Counsel required to be delivered pursuant to Section 7(p) on or before the date on which delivery of such opinion and negative assurance letter is required pursuant to Section 7(p).
Legal Opinions and Negative Assurance Letter. On the date of this Agreement, the Agents shall have received the following legal opinions and negative assurance letter, dated as of the date of this Agreement and in form and substance satisfactory to the Agents:
(i) Opinion of Internal Counsel for the Company. The opinion of internal counsel for the Company to the effect set forth in Exhibit A hereto.
Legal Opinions and Negative Assurance Letter. Prior to the delivery of the First Placement Notice and within three (3) Trading Days of each Bring-Down 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 Wedbush a written opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP (“Company Corporate Counsel”), or other counsel reasonably satisfactory to Wedbush, and a written opinion of ▇▇▇▇▇ ▇▇▇▇ LLP (“Company IP Counsel” and, collectively with Company Corporate Counsel, “Corporate Counsel”) in form and substance reasonably satisfactory to Wedbush and its counsel, dated the date that such opinions are required to be delivered, as may be modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Wedbush no more than one Company Corporate Counsel written opinion and negative assurance letter and one Company IP Counsel written opinion hereunder per annual report on Form 10-K or quarterly report on Form 10-Q filed by the Company; provided, however, that in lieu of such opinions and negative assurance letter for subsequent Bring-Down Dates, Company Counsel may furnish Wedbush with a letter (a “Reliance Letter”) to the effect that Wedbush may rely on a prior opinion or negative assurance letter delivered under this Section 7(n) to the same extent as if it were dated the date of such opinion or letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Bring-Down Date).
Legal Opinions and Negative Assurance Letter. On or prior to the First Delivery Date and within one (1) Trading Day of each Bring-Down 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 T▇ ▇▇▇▇▇ a written opinion of S▇▇▇▇ & W▇▇▇▇▇, L.L.P. and a written opinion and negative assurance letter of K&L Gates LLP (together, “Company Counsels”) and a written opinion of P▇▇▇▇▇▇▇▇▇ PC, intellectual property counsel to the Company (“Company IP Counsel”), or other counsel satisfactory to T▇ ▇▇▇▇▇, each in form and substance satisfactory to T▇ ▇▇▇▇▇ and its counsel, dated the date that the opinion and/or negative assurance letter is required to be delivered; provided, however, that in lieu of such opinions for subsequent Bring-Down Dates, Company Counsels and Company IP Counsel, as applicable, may furnish T▇ ▇▇▇▇▇ with a letter (a “Reliance Letter”) to the effect that T▇ ▇▇▇▇▇ 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 at such Bring-Down Date).
Legal Opinions and Negative Assurance Letter. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form agreed to for which no waiver is applicable, the Company shall cause to be furnished to ▇▇▇▇▇;
(i) a written opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (“Company Counsel”), or other counsel satisfactory to ▇▇▇▇▇, in form and substance satisfactory to ▇▇▇▇▇ and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form agreed to and as modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented;
(ii) a negative assurance letter of Company Counsel, or other counsel satisfactory to ▇▇▇▇▇, in form and substance satisfactory to ▇▇▇▇▇ and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form agreed to and as modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented;
(iii) a written opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., as General Counsel of the Company (“In-House Counsel”), or other counsel satisfactory to ▇▇▇▇▇ and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form agreed to and as modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; and
(iv) a written opinion of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, LLC, as special Tennessee, Kentucky and Florida counsel for the Company (“Local Counsel”), or other counsel satisfactory to ▇▇▇▇▇ and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form agreed to and as modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel may furnish ▇▇▇▇▇ with a letter to the effect that ▇▇▇▇▇ 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 at such Representation Date).
Legal Opinions 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 D▇▇▇▇ ▇▇▇▇▇▇ LLP, U.S. counsel to the Company, or other counsel reasonably satisfactory to the Agent (“U.S. Company Counsel”) and a legal opinion of M▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Advokatpartnerselskab, Danish counsel to the Company (together with U.S. Company Counsel, “Company Counsel”), 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 U.S. Company Counsel, 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 Opinions and Negative Assurance Letter. On or prior to the First Delivery Date and within three (3) 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(m) for which no waiver is applicable, the Company shall cause to be furnished to ▇▇▇▇▇ a negative assurance letter of ▇▇▇▇▇▇ LLP (“Company Counsel”), or other counsel satisfactory to ▇▇▇▇▇, in form and substance satisfactory to ▇▇▇▇▇ and its counsel, dated the date that the negative assurance letter is required to be delivered; provided, however, that Company Counsel shall not be required to deliver a negative assurance letter more than once in any calendar quarter. On or prior to the First Delivery Date and within three (3) trading days of each Representation Date resulting from the Company filing an annual report on Form 10-K under the Exchange Act 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 ▇▇▇▇▇ (i) an opinion letter of Company Counsel, or other counsel satisfactory to ▇▇▇▇▇, in form and substance satisfactory to ▇▇▇▇▇ and its counsel, dated the date that such opinion letter is required to be delivered and (ii) an opinion letter of intellectual property counsel to the Company, in form and substance satisfactory to ▇▇▇▇▇ and its counsel, dated the date that such opinion letter is required to be delivered; provided, however, that in lieu of such opinion letters for subsequent Representation Dates resulting from the Company filing an annual report on Form 10-K under the Exchange Act, counsel may furnish ▇▇▇▇▇ with a letter to the effect that ▇▇▇▇▇ 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 at such Representation Date).
Legal Opinions 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 D▇▇▇▇ ▇▇▇▇▇▇ LLP, U.S. counsel to the Company, or other counsel reasonably satisfactory to the Agent (“U.S. Company Counsel”) and a legal opinion of M▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Advokatpartnerselskab, Danish counsel to the Company (together with U.S. Company Counsel, “Company Counsel”), 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 U.S. Company Counsel, 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.