Common use of Opinions of Counsel for the Company Clause in Contracts

Opinions of Counsel for the Company. (A) At the Closing Time and within five Trading Days after the date on which the Company shall amend the Registration Statement and/or amend or supplement the Prospectus (in each case other than by means of the incorporation by reference of documents filed with the Commission) or the date on which the Company shall file an Annual Report on Form 10-K (each such date being herein called a “Primary Delivery Date”), the Sales Agent shall have received the opinions, dated the date of delivery thereof, of Xxxxxxx X. Xxxxxx, Xxx., Vice President, General Counsel, Corporate Secretary and Chief Ethics/Compliance Officer of the Company, and Xxxxxxxxx LLP, counsel for the Company, substantially in the form of Exhibits B and C hereto, respectively; and (B) within five Trading Days after the date on which the Company shall file a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (except to the extent that any such Current Report “furnishes” rather than “files” the information provided therein), and at any other time reasonably requested by the Sales Agent (each of such dates being herein called a “Secondary Delivery Date”), the Sales Agent shall have received the opinions, dated the date of delivery thereof, of counsel referred to in clause (A) above, substantially in the form of Exhibits B and C hereto, respectively; provided, however, that such counsel may deliver, in lieu of such opinions, a reliance letter to the effect that the Sales Agent may rely on the opinion delivered on the next preceding Primary Delivery Date to the same extent as if it were dated the date of such letter (except that the statements in such prior opinion shall be deemed to relate to the Registration Statement as amended and the Prospectus as amended and/or supplemented as of such Secondary Delivery Date).

Opinions of Counsel for the Company. (A) At the Closing Time and within five Trading Days after the date on which the Company shall amend the Registration Statement and/or amend or supplement the Prospectus (in each case other than by means of the incorporation by reference of documents filed with the Commission) or the date on which the Company shall file an Annual Report on Form 10-K (each such date being herein called a “Primary Delivery Date”), the Sales Agent shall have received the opinions, dated the date of delivery thereof, of Xxxxxxx Xxxxxx X. Xxxxxx, XxxEsq., Senior Vice President, General Counsel, Chief Legal Officer and Corporate Secretary and Chief Ethics/Compliance Officer of the Company, and Xxxxxxxxx LLP, counsel for the Company, substantially in the form of Exhibits B and C hereto, respectively; and (B) within five Trading Days after the date on which the Company shall file a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (except to the extent that any such Current Report “furnishes” rather than “files” the information provided therein), and at any other time reasonably requested by the Sales Agent (each of such dates being herein called a “Secondary Delivery Date”), the Sales Agent shall have received the opinions, dated the date of delivery thereof, of counsel referred to in clause (A) above, substantially in the form of Exhibits B and C hereto, respectively; provided, however, that such counsel may deliver, in lieu of such opinions, a reliance letter to the effect that the Sales Agent may rely on the opinion delivered on the next preceding Primary Delivery Date to the same extent as if it were dated the date of such letter (except that the statements in such prior opinion shall be deemed to relate to the Registration Statement as amended and the Prospectus as amended and/or supplemented as of such Secondary Delivery Date).

Opinions of Counsel for the Company. (A) At the Closing Time and within five Trading Days after the date on which the Company shall amend the Registration Statement and/or amend or supplement the Prospectus (in each case other than by means of the incorporation by reference of documents filed with the Commission) or the date on which the Company shall file an Annual Report on Form 10-K (each such date being herein called a “Primary Delivery Date”), the Sales Agent shall have received the opinions, dated the date of delivery thereof, of Xxxxxxx Xxxxxx X. Xxxxxx, XxxEsq., Senior Vice President, General Counsel, Corporate Secretary Counsel and Chief Ethics/Compliance Officer of the Company, and Xxxxxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for the Company, substantially in the form of Exhibits B and C hereto, respectively; and. (B) within Within five Trading Days after the date on which the Company shall file a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (except to the extent that any such Current Report “furnishes” rather than “files” the information provided therein), and at any other time reasonably requested by the Sales Agent (each of such dates being herein called a “Secondary Delivery Date”), the Sales Agent shall have received the opinions, dated the date of delivery thereof, of counsel referred to in clause (A) above, substantially in the form of Exhibits B and C hereto, respectively; provided, however, that such counsel may deliver, in lieu of such opinions, a reliance letter to the effect that the Sales Agent may rely on the opinion delivered on the next preceding Primary Delivery Date to the same extent as if it were dated the date of such letter (except that the statements in such prior opinion shall be deemed to relate to the Registration Statement as amended and the Prospectus as amended and/or supplemented as of such Secondary Delivery Date).

Opinions of Counsel for the Company. (A) At the Closing Time and within five Trading Days after the date on which the Company shall amend the Registration Statement and/or amend or supplement the Prospectus (in each case other than by means of the incorporation by reference of documents filed with the Commission) or the date on which the Company shall file an Annual Report on Form 10-K (each such date being herein called a “Primary Delivery Date”), the Sales Agent shall have received the opinions, dated the date of delivery thereof, of Xxxxxxx X. Xxxxxx, XxxEsq., Vice President, General Counsel, Corporate Secretary and Chief Ethics/Compliance Officer of the Company, and Xxxxxxxxx LLP, counsel for the Company, substantially in the form of Exhibits B and C hereto, respectively; and (B) within five Trading Days after the date on which the Company shall file a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (except to the extent that any such Current Report “furnishes” rather than “files” the information provided therein), and at any other time reasonably requested by the Sales Agent (each of such dates being herein called a “Secondary Delivery Date”), the Sales Agent shall have received the opinions, dated the date of delivery thereof, of counsel referred to in clause (A) above, substantially in the form of Exhibits B and C hereto, respectively; provided, however, that such counsel may deliver, in lieu of such opinions, a reliance letter to the effect that the Sales Agent may rely on the opinion delivered on the next preceding Primary Delivery Date to the same extent as if it were dated the date of such letter (except that the statements in such prior opinion shall be deemed to relate to the Registration Statement as amended and the Prospectus as amended and/or supplemented as of such Secondary Delivery Date).