Common use of Opinion of Agent Counsel Clause in Contracts

Opinion of Agent Counsel. On each Representation Date to which a waiver described in Section 3(r) hereof 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 4 contracts

Samples: Equity Distribution Agreement (Aptevo Therapeutics Inc.), Equity Distribution Agreement (Aptevo Therapeutics Inc.), Equity Distribution Agreement (Alpine Immune Sciences, Inc.)

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Opinion of Agent Counsel. On each Representation Date to which a waiver described in Section 3(r) hereof 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 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 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 4 contracts

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

Opinion of Agent Counsel. On or prior to the first Placement Notice and on each Representation Date to which a waiver described in Section 3(r) hereof 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 1 contract

Samples: Equity Distribution Agreement (Independence Contract Drilling, Inc.)

Opinion of Agent Counsel. On each Representation Date to which a waiver described in Section 3(r) hereof does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx 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 Xxxxx Xxxx & Xxxxxxx Xxxxxxxx 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 (Nurix Therapeutics, Inc.)

Opinion of Agent Counsel. On each Representation Date to which a waiver described in Section 3(r) hereof does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Dxxxx Xxxx & Xxxxxxx Wxxxxxxx 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 Dxxxx Xxxx & Xxxxxxx Wxxxxxxx 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 (Akoya Biosciences, Inc.)

Opinion of Agent Counsel. On each Representation Date to which a waiver described in Section 3(r) hereof does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Xxxxxxxxxx & Xxxxxxx LLPXxxxx, P.A., 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 Xxxxxxxxxx & Xxxxxxx LLP Xxxxx, P.A. 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 (Miromatrix Medical Inc.)

Opinion of Agent Counsel. On each Representation Date to which a waiver described in Section 3(r) hereof does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx & Faegre Xxxxx 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 & Faegre Xxxxx 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 (Zynex Inc)

Opinion of Agent Counsel. On each Representation Date to which a waiver described in Section 3(r) hereof does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Cxxxxxxxx & Xxxxxxx Bxxxxxx 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 Cxxxxxxxx & Xxxxxxx Bxxxxxx 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 (Cellectar Biosciences, Inc.)

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Opinion of Agent Counsel. On each Representation Date to which a waiver described in Section 3(r) hereof does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx & Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx LLP, and Xxxxx P.C. (“Mintz”) 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 LLP Mintz 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.. (h)

Appears in 1 contract

Samples: Apyx Medical Corp

Opinion of Agent Counsel. On each Representation Date to which a waiver described in Section 3(r) hereof does not apply, there shall have been furnished to the Agent the opinion and a negative assurance letter of Dechert LLP and opinion of Xxxxx & Xxxxxx & Xxxxxxx LLPL.L.P., 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 Xxxxx & Xxxxxx & Xxxxxxx LLP L.L.P. 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 (Seelos Therapeutics, Inc.)

Opinion of Agent Counsel. On each Representation Date to which a waiver described in Section 3(r) hereof does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx 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 Xxxxx Xxxx & Xxxxxxx Xxxxxxxx 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 (ChemoCentryx, Inc.)

Opinion of Agent Counsel. On each Representation Date to which a waiver described in Section 3(r) hereof does not apply, there shall have been furnished to the Agent the opinion and negative assurance letter of Xxxxxx O’Melveny & Xxxxxxx Mxxxx 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 O’Melveny & Xxxxxxx Mxxxx 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 (Nuvectra Corp)

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