Common use of Legal Opinions of Sales Manager Counsel Clause in Contracts

Legal Opinions of Sales Manager Counsel. Upon commencement of the offering of Shares pursuant to the terms of this Agreement, on each 10-K Representation Date and on each Prospectus Filing Representation Date, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Sales Manager (“Sales Manager Counsel”), or other counsel satisfactory to the Sales Manager, shall furnish to the Sales Manager, in form and substance reasonably satisfactory to the Sales Manager, dated the date that the opinions are required to be delivered, substantially similar to the form attached hereto as Exhibit F-1 and Exhibit F-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. Thereafter, on each Representation Date on which a Comfort Letter is required to be delivered pursuant to Section 7(p) (other than a 10-K Representation Date or a Prospectus Filing Representation Date) for which no waiver is applicable, Sales Manager Counsel, or other counsel satisfactory to the Sales Manager, shall furnish to the Sales Manager, in form and substance reasonably satisfactory to the Sales Manager, a written opinion of Sales Manager Counsel, substantially similar to the form attached hereto attached as Exhibit F-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. Notwithstanding the foregoing, the Sales Manager may waive any such requirement to provide the opinions referenced in this Section 7(q). In the event any such waiver was predicated on the Company not selling Shares through the Sales Manager prior to the next occurring Representation Date, and the Company subsequently decides to sell Shares through the Sales Manager following a Representation Date when such waiver was relied upon and Sales Manager Counsel did not provide the Sales Manager with an opinion under this Section 7(q), then before the Sales Manager resumes sales of Shares, the Sales Manager may require Sales Manager Counsel to furnish to the Sales Manager the opinion contemplated in this Section 7(q).

Legal Opinions of Sales Manager Counsel. Upon commencement of the offering of Shares Placement Securities pursuant to the terms of this Agreement, on each 10-K Representation Date Agreement and on each Prospectus Filing Representation Datedate on which a Comfort Letter is required to be delivered pursuant to Section 7(p), Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxx Xxxxxx LLP, counsel for the Sales Manager (“Sales Manager Counsel”), or other counsel satisfactory to the Sales Manager, shall furnish to the Sales ManagerManager written opinions and a negative assurance letter, in form and substance reasonably satisfactory to the Sales Manager, dated the date that the opinions are required to be delivered, substantially similar to the form attached hereto as Exhibit F-1 and Exhibit F-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. Thereafter, on each Representation Date (other than each date on which a Comfort Letter is required to be delivered pursuant to Section 7(p) (other than a 10-K Representation Date or a Prospectus Filing Representation Date)) for which no waiver is applicable, Sales Manager Counsel, or other counsel satisfactory to the Sales Manager, shall furnish to the Sales ManagerManager a negative assurance letter, in form and substance substances reasonably satisfactory to the Sales Manager, a written opinion of Sales Manager Counsel, substantially similar to the form attached hereto attached as Exhibit F-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. Notwithstanding the foregoing, the Sales Manager may waive any such requirement to provide the such opinions referenced in this Section 7(q). In the event shall be waived for any such waiver was predicated on Representation Date occurring during a fiscal quarter during which the Company does not selling Shares through the Sales Manager intend to sell Placement Securities prior to the next occurring Representation Date, and . In the event the Company subsequently decides to sell Shares through the Sales Manager Placement Securities following a Representation Date when such waiver was relied upon and the Sales Manager Counsel relied on such waiver and did not provide the Sales Manager with an opinion under this Section 7(q), then before the Sales Manager resumes sales of SharesPlacement Securities, the Sales Manager may require Sales Manager Counsel to shall furnish to the Sales Manager the opinion negative assurance letter contemplated in this Section 7(q).

Legal Opinions of Sales Manager Counsel. Upon commencement of the offering of Shares pursuant to the terms of this Agreement, Agreement and on each 10-K Representation Date and on each Prospectus Filing Representation Date, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Sales Manager (“Sales Manager Counsel”), or other counsel satisfactory to the Sales Manager, shall furnish to the Sales Manager, in form and substance reasonably satisfactory to the Sales Manager, dated the date that the opinions are required to be delivered, substantially similar to the form attached hereto as Exhibit F-1 and Exhibit F-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. Thereafter, on each Representation Date on which a Comfort Letter is required to be delivered pursuant to Section 7(p) (other than a 10-K Representation Date or a Prospectus Filing Representation Date) for which no waiver is applicable, Sales Manager Counsel, or other counsel satisfactory to the Sales Manager, shall furnish to the Sales Manager, in form and substance reasonably satisfactory to the Sales Manager, a written opinion of Sales Manager Counsel, substantially similar to the form attached hereto attached as Exhibit F-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. Notwithstanding the foregoing, the Sales Manager may waive any such requirement to provide the opinions referenced in this Section 7(q). In the event any such waiver was predicated on the Company not selling Shares through the Sales Manager prior to the next occurring Representation Date, and the Company subsequently decides to sell Shares through the Sales Manager following a Representation Date when such waiver was relied upon and Sales Manager Counsel did not provide the Sales Manager with an opinion under this Section 7(q), then before the Sales Manager resumes sales of Shares, the Sales Manager may require Sales Manager Counsel to furnish to the Sales Manager the opinion contemplated in this Section 7(q).

Legal Opinions of Sales Manager Counsel. Upon commencement of the offering of Shares Placement Securities pursuant to the terms of this Agreement, on each 10-K Representation Date Agreement and on each Prospectus Filing Representation Datedate on which a Comfort Letter is required to be delivered pursuant to Section 7(o), Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxx Xxxxxx LLP, counsel for the Sales Manager (“Sales Manager Counsel”), or other counsel satisfactory to the Sales Manager, shall furnish to the Sales ManagerManager written opinions and a negative assurance letter, in form and substance reasonably satisfactory to the Sales Manager, dated the date that the opinions are required to be delivered, substantially similar to the form attached hereto as Exhibit F-1 and Exhibit F-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. Thereafter, on each Representation Date (other than each date on which a Comfort Letter is required to be delivered pursuant to Section 7(p) (other than a 10-K Representation Date or a Prospectus Filing Representation Date7(o)) for which no waiver is applicable, Sales Manager Counsel, or other counsel satisfactory to the Sales Manager, shall furnish to the Sales ManagerManager a negative assurance letter, in form and substance substances reasonably satisfactory to the Sales Manager, a written opinion of Sales Manager Counsel, substantially similar to the form attached hereto attached as Exhibit F-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. Notwithstanding the foregoing, the Sales Manager may waive any such requirement to provide the such opinions referenced in this Section 7(q). In the event shall be waived for any such waiver was predicated on Representation Date occurring during a fiscal quarter during which the Company does not selling Shares through the Sales Manager intend to sell Placement Securities prior to the next occurring Representation Date, and . In the event the Company subsequently decides to sell Shares through the Sales Manager Placement Securities following a Representation Date when such waiver was relied upon and the Sales Manager Counsel relied on such waiver and did not provide the Sales Manager with an opinion under this Section 7(q7(p), then before the Sales Manager resumes sales of SharesPlacement Securities, the Sales Manager may require Sales Manager Counsel to shall furnish to the Sales Manager the opinion negative assurance letter contemplated in this Section 7(q7(p).