Common use of OPINIONS AND CERTIFICATES Clause in Contracts

OPINIONS AND CERTIFICATES. 6.1 On the Effective Date, the Issuer will deliver the following documents to the Agent and its counsel in a form acceptable to them (the "Deliveries"): (a) a comfort letter from the auditor of the Issuer, dated as of the date of the Prospectus and addressed to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus; (b) an opinion of counsel for the Issuer, dated as of the Effective Date and addressed to the Agent and its counsel, relating to any legal matter in connection with die creation, issuance and sale of the Securities for which the Agent may reasonably request an opinion (the "Legal Opinion"); (c) a certificate of the Issuer, dated as of the Effective Date and signed by the president of the Issuer or by another officer approved by the Agent, certifying certain facts relating to the Issuer and its affaks (the "Officer's Certificate"); and (d) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counsel. 6.2 On Closing, the Issuer will provide the Agent and its counsel with evidence of the necessary approval of the Regulatory Authorities for the Offering, the Legal Opinion and the Officer's Certificate updated to the Closing.

OPINIONS AND CERTIFICATES. 6.1 On the Effective Date, the Issuer will deliver the following documents to the Agent and its counsel in a form acceptable to them (the "Deliveries"):them: (a) a comfort letter from the auditor of the Issuer, dated as of the date of the Prospectus and addressed to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus; (b) an opinion of counsel for the Issuer, dated as of the Effective Date and addressed to the Agent and its counsel, relating to any legal matter in connection with die the creation, issuance and sale of the Securities for which the Agent may reasonably request an opinion (the "Legal Opinion"); (c) a certificate of the Issuer, dated as of the Effective Date and signed by the president of the Issuer and the chief financial officer of the Issuer or by another officer such other officers of the Issuer approved by the Agent, certifying certain facts relating to the Issuer and its affaks affairs (the "Officer's Officers' Certificate"); and (d) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counsel. 6.2 On Closing, the Issuer will provide the Agent and its counsel with evidence of the necessary approval of the Regulatory Authorities for the Offering, the Legal Opinion and the Officer's Officers' Certificate updated to the ClosingClosing Day.

OPINIONS AND CERTIFICATES. 6.1 5.1 On the Effective Date, the Issuer will deliver the following documents to the Agent and its counsel in a form reasonably acceptable to them (the "Deliveries"):them: (a) a comfort letter from the auditor of the Issuer, dated as of the date of the Prospectus and addressed to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus; (b) an opinion of counsel for the Issuer, dated as of the Effective Date and addressed to the Agent and its counsel, relating to any legal matter in connection with die the creation, issuance and sale of the Securities for which the Agent may reasonably request an opinion (the "“Legal Opinion"”); (c) a certificate of the Issuer, dated as of the Effective Date and signed by the president chief executive officer and chief financial officer of the Issuer or by another officer such other officers approved by the Agent, certifying certain facts relating to the Issuer and its affaks affairs (the "Officer's “Officers’ Certificate"”); and (d) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counsel. 6.2 5.2 On Closing, the Issuer will provide the Agent and its counsel with evidence of the necessary approval of the Regulatory Authorities for the Offering, the Legal Opinion and the Officer's Officers’ Certificate updated to the Closing.