Opinion of Counsel for the Agent. On the date of this ATM Equity OfferingSM Sales Agreement, the Agent shall have received the favorable written opinion or opinions of Freshfields Bruckhaus Xxxxxxxx US LLP, counsel for the Agent, dated such date, with respect to such matters as the Agent may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.
Opinion of Counsel for the Agent. On the date of this ATM Equity OfferingSM Sales Agreement, the Agent shall have received the favorable written opinion or opinions of Hunton & Xxxxxxxx LLP, counsel for the Agent, dated such date, with respect to such matters as the Agent may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the Commonwealth of Virginia, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.
Opinion of Counsel for the Agent. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 9(f) for which no waiver is applicable, Rxxxxxx Jxxxx shall have received from Mxxxx Xxxxx LLP, or such other counsel for Rxxxxxx Jxxxx, such opinion or opinions, dated the date that the opinion is required to be delivered, with respect to such matters as Rxxxxxx Jxxxx xxx require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; provided however, that the obligation of Mxxxx Xxxxx LLP under this Section 9(f) shall be deferred during any Suspension Period and shall recommence upon the termination of such Suspension Period.
Opinion of Counsel for the Agent. On the Commencement Date and, if specified in any Terms Agreement, the Settlement Date therefor, the Agent shall have received the favorable opinion dated as of the Commencement Date or such Settlement Date, as the case may be, of Counsel for the Agent with respect to the matters set forth in subheadings (iii), (iv), (v) and, the second sentence of (vi) of paragraph (b) of this Section 7, and with respect to such other matters as the Agent may reasonably require. In rendering such opinion, Xxxxxx Xxxxxx & Xxxxxxx may rely, as to the incorporation of the Company, all other matters governed by the laws of the State of Maryland and the applicability of the 1935 Act, upon the opinion of counsel for the Company referred to above. In addition, such counsel shall state that it has participated in conferences with officers and other representatives of the Company, counsel for the Company, representatives of the independent public accountants of the Company and representatives of the Agent at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed; and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as to the matters referred to in their opinion rendered pursuant to clause (iii) of paragraph (b) of this Section 7), on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers, counsel and other representatives of the Company), no facts have come to the attention of such counsel which lead such counsel to believe that either the Registration Statement, as of its effective date, or the Prospectus, as of the date of this Agreement, and any amendments or supplements thereto, as of their respective effective or issue dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make such statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need make no comment with respect to the financial statements or other financial and statistical data included or incorporated by reference in the Registration Statement or Prospectus).
Opinion of Counsel for the Agent. On the initial Representation Date, and on such other dates as may be reasonably requested by Agent, the Agent shall have received the opinion of Proskauer Rose LLP, counsel for the Agent, in form and substance satisfactory to the Agent, dated as of such date.
Opinion of Counsel for the Agent. The Agent shall have received the favorable opinion of DLA Piper LLP (US) required to be delivered pursuant to Section 7(t) on or before the date on which the delivery of such opinion is required pursuant to Section 7(t).
Opinion of Counsel for the Agent. On the initial Representation Date, and on such other dates as may be reasonably requested by Agent, Proskauer Rose LLP, counsel to the Agent, shall furnish to the Agent a written opinion and negative assurance statement, dated as of such date in form and substance reasonably satisfactory to the Agent. With respect to Sections 5(t) and this Section 5(u), in lieu of delivering such an opinion for dates subsequent to the Commencement Date such counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under Section 5(t) or this Section 5(u), as the case may be, 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 such subsequent date).
Opinion of Counsel for the Agent. The Agent, the Forward Seller and the Forward Purchaser shall have received the favorable opinion and the Agent and the Forward Seller shall have received the 10b-5 statement of Xxxxxxx Procter LLP required to be delivered pursuant to Section 7(q) on or before the date on which the delivery of such opinion is required pursuant to Section 7(q).
Opinion of Counsel for the Agent. Prior to the commencement of the offering of Shares under this Agreement, the Agent shall have received the favorable written opinion and negative assurance letter of Xxxx Xxxxxxxx LLP, counsel for the Agent, dated such date, with respect to such matters as the Agent may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.
Opinion of Counsel for the Agent. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, within three Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(o) hereof was in effect, the Agent shall have received the favorable opinion of Squire Xxxxxx Xxxxx (US) LLP, counsel to the Agent, dated as of such date that the opinion is required to be delivered, in form and substance satisfactory to the Agent, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.
