Common use of Opinions and Negative Assurance Letter for the Company Clause in Contracts

Opinions and Negative Assurance Letter for the Company. (i) Lxxxxx & Wxxxxxx LLP, special counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 hereto; (ii) Lxxxxx & Wxxxxxx LLP, tax counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto; (iii) Vxxxxxx LLP, Maryland counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-3 hereto; and (iv) Wxxxxxxxx Xxxxx Chediak Cxxxxxx Xxxxxx Law Corporation, special counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in the form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-4 hereto.

Opinions and Negative Assurance Letter for the Company. (i) Lxxxxx Xxxxxx & Wxxxxxx Xxxxxxx LLP, special counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 hereto; (ii) Lxxxxx Xxxxxx & Wxxxxxx Xxxxxxx LLP, tax counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto; (iii) Vxxxxxx Xxxxxxx LLP, Maryland counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-3 hereto; and (iv) Wxxxxxxxx Xxxxxxxxx Xxxxx Chediak Cxxxxxx Xxxxxxx Xxxxxx Law Corporation, special counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in the form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-4 hereto.

Opinions and Negative Assurance Letter for the Company. (i) Lxxxxx Xxxxxx & Wxxxxxx Xxxxxxx LLP, special counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A hereto; (ii) Xxxxxxx LLP, Maryland counsel for the Company, shall have furnished to the Representative, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex A-1 hereto; (iiiii) Lxxxxx & Wxxxxxx Xxxxxxx and Xxxxxx LLP, tax counsel for the Company, shall have furnished to the Representative, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex A-2 hereto; (iv) Dechert LLP, special counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto; (iii) Vxxxxxx LLP, Maryland counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A-3 hereto; and (ivv) Wxxxxxxxx Xxxxx Chediak Cxxxxxx Xxxxxx Law Corporation& Xxxxx, special counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in the form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-4 hereto.

Opinions and Negative Assurance Letter for the Company. (i) Lxxxxx & Wxxxxxx LLP, special counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 A hereto; (ii) Lxxxxx & Wxxxxxx LLP, tax counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto; (iii) Vxxxxxx LLP, Maryland counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-3 A-1 hereto; (iii) Cxxxxxx and Cxxxxx LLP, tax counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto; and (iv) Wxxxxxxxx Xxxxx Chediak Cxxxxxx Xxxxxx Law Corporation, special counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in the form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-4 A-3 hereto.

Opinions and Negative Assurance Letter for the Company. (i) Lxxxxx & Wxxxxxx LLP, special counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative assurance letter, dated the Closing Date or the any Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 hereto; (ii) Lxxxxx & Wxxxxxx Vxxxxxx LLP, tax Maryland counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the any Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto; (iii) Vxxxxxx Lxxxxx & Wxxxxxx LLP, Maryland tax counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the any Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-3 hereto; and (iv) Wxxxxxxxx Xxxxx Chediak Cxxxxxx Xxxxxx Law Corporation, special counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the any Additional Closing Date, as the case may be, and addressed to the Underwriters, in the form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-4 hereto.

Opinions and Negative Assurance Letter for the Company. (i) Lxxxxx & Wxxxxxx LLP, special counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 hereto; (ii) Vxxxxxx LLP, Maryland counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto; (iii) Lxxxxx & Wxxxxxx LLP, tax counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto; (iii) Vxxxxxx LLP, Maryland counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-3 hereto; and (iv) Wxxxxxxxx Xxxxx Chediak Cxxxxxx Xxxxxx Law Corporation, special counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in the form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-4 hereto.

Opinions and Negative Assurance Letter for the Company. (i) Lxxxxx Xxxxxx & Wxxxxxx Xxxxxxx LLP, special counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and negative assurance letter, dated the Closing Date or the any Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A-1 hereto; (ii) Lxxxxx Xxxxxx & Wxxxxxx Xxxxxxx LLP, tax counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date or the any Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A-2 hereto; (iii) Vxxxxxx Xxxxxxx LLP, Maryland counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date or the any Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A-3 hereto; and (iv) Wxxxxxxxx Xxxxxxxxx Xxxxx Chediak Cxxxxxx Xxxxxxx Xxxxxx Law Corporation, special counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date or the any Additional Closing Date, as the case may be, and addressed to the Underwriters, in the form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A-4 hereto.

Opinions and Negative Assurance Letter for the Company. (i) Lxxxxx Xxxxxx & Wxxxxxx Xxxxxxx LLP, special counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A hereto; (ii) Xxxxxxx LLP, Maryland counsel for the Company, shall have furnished to the Representative, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex A-1 hereto; (iiiii) Lxxxxx & Wxxxxxx Xxxxxxx and Xxxxxx LLP, tax counsel for the Company, shall have furnished to the Representative, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex A-2 hereto; (iv) Walkers, Cayman Islands counsel for the Company, shall have furnished to the Representative, at the request of the Company, their written opinions, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex A-3 and Annex A-4 hereto; (v) Dechert LLP, special counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A-2 hereto; (iii) Vxxxxxx LLP, Maryland counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-3 A-5 hereto; and (ivvi) Wxxxxxxxx Xxxxx Chediak Cxxxxxx Xxxxxx Law Corporation& Xxxxx, special counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in the form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-4 A-6 hereto.