Common use of Opinion of Agent Counsel Clause in Contracts

Opinion of Agent Counsel. On each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx LLP, counsel for the Agent, dated as of such Representation Date and addressed to Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters; provided however, the opinion of Xxxxxx LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 3 contracts

Samples: Distribution Agreement (Evofem Biosciences, Inc.), Equity Distribution Agreement (Aquestive Therapeutics, Inc.), Equity Distribution Agreement (Gemphire Therapeutics Inc.)

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Opinion of Agent Counsel. On each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Gxxxxxx Procter LLP, counsel for the Agent, dated as of such Representation Date and addressed to Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters; provided however, the opinion of Xxxxxx Gxxxxxx Procter LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 3 contracts

Samples: Equity Distribution Agreement (OncoCyte Corp), Equity Distribution Agreement (Motus GI Holdings, Inc.), ir.motusgi.com

Opinion of Agent Counsel. On each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Ropes & Xxxx LLP, counsel for the Agent, dated as of such Representation Date and addressed to the Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters; provided however, the opinion of Xxxxxx Ropes & Xxxx LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Fulcrum Therapeutics, Inc.), Equity Distribution Agreement (Fulcrum Therapeutics, Inc.)

Opinion of Agent Counsel. On each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel for the Agent, dated as of such Representation Date and addressed to Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters; provided however, the opinion of Xxxxxx & Xxxxxxx LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Fulgent Genetics, Inc.), Equity Distribution Agreement (Fulgent Genetics, Inc.)

Opinion of Agent Counsel. On each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Dechert LLP, counsel for the Agent, dated as of such Representation Date and addressed to the Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters; provided however, the opinion of Xxxxxx Dechert LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 1 contract

Samples: Equity Distribution Agreement (Larimar Therapeutics, Inc.)

Opinion of Agent Counsel. On each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Sidley Austin LLP, counsel for the Agent, dated as of such Representation Date and addressed to the Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters; provided provided, however, the opinion of Xxxxxx Sidley Austin LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 1 contract

Samples: Equity Distribution Agreement (Immuneering Corp)

Opinion of Agent Counsel. On each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Xxxxxxx Procter LLP, counsel for the Agent, dated as of such Representation Date and addressed to Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters; provided provided, however, the opinion of Xxxxxx Xxxxxxx Procter LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 1 contract

Samples: Equity Distribution Agreement (Arvinas, Inc.)

Opinion of Agent Counsel. On each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Lxxxxx & Wxxxxxx LLP, counsel for the Agent, dated as of such Representation Date and addressed to the Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters; provided however, the opinion of Xxxxxx Lxxxxx & Wxxxxxx LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 1 contract

Samples: Equity Distribution Agreement (TELA Bio, Inc.)

Opinion of Agent Counsel. On each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Xxxxxxxxx and Xxxxxxx LLP, counsel for the Agent, dated as of such Representation Date and addressed to the Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters; provided however, the opinion of Xxxxxx Xxxxxxxxx and Xxxxxxx LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 1 contract

Samples: Equity Distribution Agreement (Codexis, Inc.)

Opinion of Agent Counsel. On or prior to each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Xxxxxxx Procter LLP, counsel for the Agent, dated as of such Representation Date and addressed to the Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters; provided however, the opinion of Xxxxxx Xxxxxxx Procter LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 1 contract

Samples: Equity Distribution Agreement (Femasys Inc)

Opinion of Agent Counsel. On each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Dechert LLP, counsel for the Agent, dated as of such Representation Date and addressed to Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters; provided however, the opinion of Xxxxxx Dechert LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 1 contract

Samples: Equity Distribution Agreement (Vivus Inc)

Opinion of Agent Counsel. On each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Sxxxxxxx and Sterling LLP, counsel for the Agent, dated as of such Representation Date and addressed to the Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters; provided however, the opinion of Xxxxxx Sxxxxxxx and Sterling LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 1 contract

Samples: Equity Distribution Agreement (CVRx, Inc.)

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Opinion of Agent Counsel. On each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Xxxxxxx Procter LLP, counsel for the Agent, dated as of such Representation Date and addressed to Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters; provided however, the opinion of Xxxxxx Xxxxxxx Procter LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 1 contract

Samples: Equity Distribution Agreement (Motus GI Holdings, Inc.)

Opinion of Agent Counsel. On or prior to each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx LLP, counsel for the Agent, dated as of such Representation Date and addressed to the Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters; provided however, the opinion of Xxxxxx LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 1 contract

Samples: Distribution Agreement (Biomea Fusion, Inc.)

Opinion of Agent Counsel. On each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Xxxxxxxx and Sterling LLP, counsel for the Agent, dated as of such Representation Date and addressed to the Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters; provided however, the opinion of Xxxxxx Xxxxxxxx and Sterling LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 1 contract

Samples: Equity Distribution Agreement (Cytek Biosciences, Inc.)

Opinion of Agent Counsel. On each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Cxxxxx LLP, counsel for the Agent, dated as of such Representation Date and addressed to the Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they reasonably request to enable them to pass upon such matters; provided however, the opinion of Xxxxxx Cxxxxx LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 1 contract

Samples: Equity Distribution Agreement (InspireMD, Inc.)

Opinion of Agent Counsel. On each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx K&L Gates LLP, counsel for the Agent, dated as of such Representation Date and addressed to Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters; provided however, the opinion of Xxxxxx K&L Gates LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 1 contract

Samples: Equity Distribution Agreement (XBiotech Inc.)

Opinion of Agent Counsel. On each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx White & Case LLP, counsel for the Agent, dated as of such Representation Date and addressed to the Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters; provided however, the opinion of Xxxxxx White & Case LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 1 contract

Samples: Equity Distribution Agreement (Onconova Therapeutics, Inc.)

Opinion of Agent Counsel. On each Representation Date to which a waiver does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Xxxxxxx Procter, LLP, counsel for the Agent, dated as of such Representation Date and addressed to Agent, in a form reasonably satisfactory to the Agent, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters; provided however, the opinion of Xxxxxx Xxxxxxx Procter, LLP shall only be required prior to the first Placement Notice, and thereafter, only a negative assurance letter of such counsel shall be required for each subsequent Representation Date.

Appears in 1 contract

Samples: Equity Distribution Agreement (Aravive, Inc.)

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