Common use of Opinion and Negative Assurance Letter of Counsel to the Company Clause in Contracts

Opinion and Negative Assurance Letter of Counsel to the Company. U.S. Company Counsel shall each have furnished to the Underwriter, at the request of the Company, its (i) written opinion, addressed to the Underwriter and dated the Closing Date or any Additional Closing Date, as the case may be, and (ii) negative assurance letter, addressed to the Underwriter and dated the Closing Date or any Additional Closing Date, as the case may be, in each case, in a form reasonably satisfactory to the Underwriter.

Appears in 11 contracts

Samples: Underwriting Agreement (Sacks Parente Golf, Inc.), Underwriting Agreement (Sacks Parente Golf, Inc.), Underwriting Agreement (Sacks Parente Golf, Inc.)

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Opinion and Negative Assurance Letter of Counsel to the Company. U.S. Company Counsel Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP, counsel to the Company, shall each have furnished to the Underwriter, at the request of the Company, its (i) written opinion, addressed to the Underwriter and dated the Closing Date or any Additional Closing Date, as the case may be, and (ii) negative assurance letter, addressed to the Underwriter and dated the Closing Date or any Additional Closing Date, as the case may be, in each case, in a form and substance reasonably satisfactory to the Underwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Impact Biomedical Inc.), Underwriting Agreement (Impact Biomedical Inc.), Underwriting Agreement (Impact Biomedical Inc.)

Opinion and Negative Assurance Letter of Counsel to the Company. U.S. Xxxxxxxxx Xxxx Xxxxxxx Carmel, LLP, counsel to the Company Counsel shall each have furnished to the Underwriter, at the request of the Company, its (i) written opinion, addressed to the Underwriter and dated the Closing Date or any Additional Closing Date, as the case may be, and (ii) negative assurance letter, addressed to the Underwriter and dated the Closing Date or any Additional Closing Date, as the case may be, in each case, in a form reasonably satisfactory to the Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Cyngn Inc.), Underwriting Agreement (Cyngn Inc.)

Opinion and Negative Assurance Letter of Counsel to the Company. U.S. Company Counsel Xxxxxx Xxxxxx LLP, counsel to the Company, shall each have furnished to the Underwriter, at the request of the Company, its (i) written opinion, addressed to the Underwriter and dated the Closing Date or any Additional Closing Date, as the case may be, and (ii) negative assurance letter, addressed to the Underwriter and dated the Closing Date or any Additional Closing Date, as the case may be, in each case, substantially in a the form reasonably satisfactory to the Underwriter.attached hereto as Exhibit E.

Appears in 2 contracts

Samples: Underwriting Agreement (Volcon, Inc.), Underwriting Agreement (Volcon, Inc.)

Opinion and Negative Assurance Letter of Counsel to the Company. U.S. Company Counsel Xxxxxx Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the Company, shall each have furnished to the UnderwriterRepresentative, at the request of the Company, its (i) written opinion, addressed to the Underwriter Underwriters and dated the Closing Date or any Additional Closing Date, as the case may be, and (ii) negative assurance letter, addressed to the Underwriter Underwriters and dated the Closing Date or any Additional Closing Date, as the case may be, in each case, in a form and substance reasonably satisfactory to the UnderwriterRepresentative.

Appears in 2 contracts

Samples: Underwriting Agreement (Serve Robotics Inc. /DE/), Underwriting Agreement (Serve Robotics Inc. /DE/)

Opinion and Negative Assurance Letter of Counsel to the Company. U.S. Company Counsel Xxxxxx Xxxxxx LLP, counsel to the Company, shall each have furnished to the UnderwriterRepresentative, at the request of the Company, its (i) written opinion, addressed to the Underwriter Underwriters and dated the Closing Date or any Additional Closing Date, as the case may be, and (ii) negative assurance letter, addressed to the Underwriter Underwriters and dated the Closing Date or any Additional Closing Date, as the case may be, in each case, substantially in a the form reasonably satisfactory to the Underwriter.attached hereto as Exhibit E.

Appears in 2 contracts

Samples: Underwriting Agreement (Volcon, Inc.), Underwriting Agreement (Volcon, Inc.)

Opinion and Negative Assurance Letter of Counsel to the Company. U.S. Company Counsel Kxxxxxx & Cxxxxxx, P.C., counsel to the Company, shall each have furnished to the Underwriter, at the request of the Company, its (i) written opinion, addressed to the Underwriter and dated the Closing Date or any Additional Closing Date, as the case may be, and (ii) negative assurance letter, addressed to the Underwriter and dated the Closing Date or any Additional Closing Date, as the case may be, in each case, each in a form and substance reasonably satisfactory to the Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (JP Outfitters, Inc.), Underwriting Agreement (JP Outfitters, Inc.)

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Opinion and Negative Assurance Letter of Counsel to the Company. U.S. Company Counsel and Foreign Counsel shall each have furnished to the Underwriter, at the request of the Company, its (i) written opinion, addressed to the Underwriter and dated the Closing Date or any Additional Closing Date, as the case may be, and (ii) negative assurance letter, addressed to the Underwriter and dated the Closing Date or any Additional Closing Date, as the case may be, in each case, in a form reasonably satisfactory to the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (BTC Digital Ltd.)

Opinion and Negative Assurance Letter of Counsel to the Company. U.S. Company Counsel Sichenzia Rxxx Xxxxxxx LLP, counsel to the Company, shall each have furnished to the Underwriter, at the request of the Company, its (i) written opinion, addressed to the Underwriter and dated the Closing Date or any Additional Closing Date, as the case may be, and (ii) negative assurance letter, addressed to the Underwriter and dated the Closing Date or any Additional Closing Date, as the case may be, in each case, substantially in a the form reasonably satisfactory to the Underwriter.attached hereto as Exhibit D.

Appears in 1 contract

Samples: Underwriting Agreement (Singing Machine Co Inc)

Opinion and Negative Assurance Letter of Counsel to the Company. U.S. Company Counsel Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP, counsel to the Company, shall each have furnished to the Underwriter, at the request of the CompanyUnderwriters, its (i) written opinion, addressed to the Underwriter Underwriters and dated the Closing Date or any Additional Closing Date, as the case may be, and (ii) negative assurance letter, addressed to the Underwriter Underwriters and dated the Closing Date or any Additional Closing Date, as the case may be, in each case, in a form and substance reasonably satisfactory to the UnderwriterUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Impact Biomedical Inc.)

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