Legal Opinions and Negative Assurance Letters Sample Clauses

Legal Opinions and Negative Assurance Letters. On the date of execution of this Agreement, the Agent 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 Agent:
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Legal Opinions and Negative Assurance Letters. The Agent shall have received the opinion and negative assurance letter of Company Counsel and the Agent’s counsel, respectively, required to be delivered pursuant to Section 7(m) on or before the date on which such delivery of such opinion and negative assurance letter is required pursuant to Section 7(m).
Sample 1
Legal Opinions and Negative Assurance Letters. (1) Prior to the date of the first Placement Notice and (2) within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable and excluding the date of this Agreement, (i) the Company shall cause to be furnished to the Agent a written opinion of Xxxx Xxxxxxxx LLP (“Company Counsel”), a written opinion of Xxxxxxxx & Xxxxxxxx LLP, intellectual property counsel to the Company (“Company IP Counsel”), and a written opinion of Xxxx Xxxxxxxx LLP, regulatory counsel to the Company (“Company Regulatory Counsel”), or other counsels satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented and (ii) the Agent shall have received a negative assurance letter from the Agent’s counsel; provided, however, the Company shall be required to furnish to the Agent no more than one opinion hereunder per calendar quarter from Company Counsel and no more than one opinion hereunder per year from Company IP Counsel and Company Regulatory Counsel, and the Agent’s counsel shall be required to furnish to the Agent no more than one negative assurance letter hereunder per calendar quarter; provided, further, that in lieu of such opinions or negative assurance letters 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 or 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 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).
Sample 1
Legal Opinions and Negative Assurance Letters. On or before the date of the First Placement Notice, the Company shall cause to be furnished to the Agent:
Sample 1
Legal Opinions and Negative Assurance Letters. On or prior to the date of the first Issuance Notice and within five Trading Days of each Triggering Event Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(o) for which no waiver is applicable and excluding the date of this Agreement, the Company shall cause to be furnished, a negative assurance letter and the written legal opinion of Xxxxxxxx Xxxxxx LLP, counsel to the Company, and written legal opinions of each of Xxxxx Xxxxx, special counsel to the Company with respect to the laws of Jersey, Marks & Clerk LLP, special counsel for the Company with respect to patents and/or proprietary rights and Xxxxxxxx & Xxxxxxxx LLP, special counsel for the Company with respect to patents and/or proprietary rights, each dated the date of delivery, in form and substance reasonably satisfactory to Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, 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 no more than one opinion hereunder per calendar quarter. In lieu of such opinions for subsequent periodic filings, in the discretion of the Agent, the Company may furnish a reliance letter from such counsel to the Agent, permitting the Agent to rely on a previously delivered opinion letter, modified as appropriate for any passage of time or Triggering Event Date (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 such Triggering Event Date).
Sample 1
Legal Opinions and Negative Assurance Letters. On the date of execution of this Agreement (or, in the case of the opinion letter specified in clause (xi) below, prior to the first issuance of Notes under either Program), the Agents and Co-Agents shall have received the following legal opinions and negative assurance letter, dated as of the date of this Agreement (or, in the case of the opinion letter specified in clause (xi) below, dated as of or prior to the date of the first issuance of Notes under either Program) and in form and substance satisfactory to the Agents and Co-Agents:
Sample 1
Legal Opinions and Negative Assurance Letters. (1) Prior to the date of the first Placement Notice and (2) within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable and excluding the date of this Agreement, (i) the Company shall cause to be furnished to the Agent a written opinion of Snxxx & Wixxxx X.L.P., (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented and (ii) the Agent shall have received a negative assurance letter from the Agent’s counsel; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter and the Agent’s counsel shall be required to furnish to Agent no more than one negative assurance letter hereunder per calendar quarter; provided, further, that in lieu of such opinions or negative assurance letter 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 or 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 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).
Sample 1
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Related to Legal Opinions and Negative Assurance Letters

  • Negative Assurance Letter Xxxxxx Xxxxxx Xxxxxxxx LLP, special counsel to the Depositor and Ford Credit, will have delivered a negative assurance letter about the Registration Statement, the Preliminary Prospectus, the Time of Sale Information and the Prospectus.

  • Bring Down Opinions; Negative Assurance At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation.

  • Opinion and Negative Assurance Letter of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion and Negative Assurance Letter of Counsel for the Company Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Opinions and Comfort Letters The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

  • Company Counsel Opinions On the Closing Date and/or the Option Closing Date, the Representative shall have received

  • Legal Opinions The Administrative Agent shall have received the following executed legal opinions:

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Legal Opinion The Agent shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 7(m).

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

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