Common use of SUBSEQUENT DELIVERY OF LEGAL OPINION Clause in Contracts

SUBSEQUENT DELIVERY OF LEGAL OPINION. The Company agrees that during each Marketing Period, each time that the Registration Statement or any Prospectus shall be amended or supplemented (other than by a Pricing Supplement providing solely for the interest rates or maturities of the Notes or the principal amount of Notes remaining to be sold or similar changes), and each time the Company (i) sells Notes to the Agents as principals and the Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase Agreement, (ii) files an annual report on Form 10-K under the Exchange Act, (iii) files its quarterly reports on Form 10-Q under the Exchange Act or (iv) files a current report on Form 8-K under the Exchange Act (other than any Form 8-K relating solely to the issuance or offering of securities other than the Notes), the Company shall (but in the case of (ii), (iii) or (iv) above only if requested by the Agents), (y) concurrently with such amendment, supplement, Time of Delivery relating to such sale or filing or (z) if such amendment, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, furnish the Agents and their counsel with the written opinion of outside counsel to the Company, addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, to the same effect as the opinion referred to in Section 5(e) hereof, but modified, as necessary, to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such opinion; provided, however, that in lieu of such opinion, such counsel may furnish the Agents with a letter to the effect that the Agents may rely on such prior opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such letter authorizing reliance).

SUBSEQUENT DELIVERY OF LEGAL OPINION. The Company agrees that during each Marketing Period, each Each time that (i) the Registration Statement or any the Prospectus shall be amended or supplemented (other than by a Pricing Supplement providing solely for the interest rates Supplement, an amendment or maturities of the Notes or the principal amount of Notes remaining to be sold or similar changes), and each time the Company (i) sells Notes to the Agents as principals and the Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase Agreement, (ii) files an annual report on Form 10-K under the Exchange Act, (iii) files its quarterly reports on Form 10-Q under the Exchange Act or (iv) files a current report on Form 8-K under the Exchange Act (other than any Form 8-K supplement relating solely to the issuance or offering of securities other than the Notes, an amendment or supplement providing solely for the inclusion of financial information or, unless the Agents reasonably request, a Current Report on Form 8-K filed by the Company with the Commission under the 1934 Act and the 1934 Act Regulations), (ii) (if required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents as principal or (iii) the Company sells Notes in a form not previously certified to the Agents by the Company, the Company shall (but in furnish or cause to be furnished forthwith to the case of (ii), (iiiAgent(s) or (iv) above only if requested by the Agents), (y) concurrently with such amendment, supplement, Time of Delivery relating and to such sale or filing or (z) if such amendment, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, furnish counsel to the Agents and their counsel with the written opinion of outside Xxxxxx Xxxxxx & Xxxxx, counsel to the Company, addressed or other counsel satisfactory to the Agents and Agent(s), dated the date of delivery filing with the Commission or the date of effectiveness of such opinionamendment or supplement, as applicable, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsAgent(s), to of the same effect tenor as the opinion referred to in Section 5(e5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such opinion; providedopinion or, however, that in lieu of such opinion, counsel last furnishing such counsel may opinion to the Agents shall furnish the Agents Agent(s) with a letter substantially to the effect that the Agents Agent(s) may rely on such prior last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such letter authorizing reliance). Such opinion shall be delivered to the Agent(s) not later than the date of such sale or within ten business days subsequent to the date of the filing with the Commission or the effectiveness of such amendment or supplement, as applicable.

SUBSEQUENT DELIVERY OF LEGAL OPINION. The Company agrees that during each Marketing PeriodExcept as otherwise provided in Section 4(m), each time that (i) the Registration Statement or any the Prospectus shall be amended or supplemented supplemented, including without limitation through the filing with the SEC of any Incorporated Document (other than by a Pricing Supplement providing solely for the interest rates or maturities of the Notes or the principal amount of Notes remaining to be sold or similar changes), and each time the Company (i) sells Notes to the Agents as principals and the Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase Agreement, (ii) files an annual report on Form 10-K under the Exchange Act, (iii) files its quarterly reports on Form 10-Q under the Exchange Act or (iv) files a current report any Current Report on Form 8-K under or Quarterly Report on Form 10-Q, unless the Exchange Act Agents shall otherwise specify) or (other than any Form 8-K relating solely ii) if so indicated in the applicable Terms Agreement, the Company sells Notes to the issuance or offering of securities other than the Notes)an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to each of the Agents (but in case of (i) above) or to the Agent party thereto (in the case of (ii), (iii) or (ivabove) above only if requested by the Agents), (y) concurrently with such amendment, supplement, Time of Delivery relating and to such sale or filing or (z) if such amendment, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, furnish counsel for the Agents and their counsel with the a written opinion of outside Foley & Lardner, as counsel to the Company, addressed to or other counsel satisxxxxxry xx xxx Agent or Agents receiving the Agents and opinion, dated the date of delivery effectiveness of such opinionamendment or supplement, the date of filing with the SEC of such Incorporated Document, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsAgent or Agents receiving the opinion, to of the same effect tenor as the opinion referred to in Section 5(e5(a)(1) hereof, but modified, as necessary, to relate to the Registration Statement and each Prospectus as amended or and supplemented to the time of delivery date of such opinion; providedopinion or, however, that in lieu of such opinion, counsel last furnishing such counsel opinion to the Agents or to such Agent, as the case may be, shall furnish the Agents or such Agent with a letter to the effect that the Agents or such Agent may rely on such prior last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement and each Prospectus as amended or and supplemented to the time of delivery date of such letter authorizing reliance).

SUBSEQUENT DELIVERY OF LEGAL OPINION. The Company agrees that during each Marketing Period, each time that the Registration Statement or any Prospectus shall be amended or supplemented (other than by a Pricing Supplement providing solely for the interest rates or maturities of the Notes or the principal amount of Notes remaining to be sold or similar changes), and each time the Company (i) sells Notes to the Agents as principals and the Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase Agreement, Agreement (ii) files an annual report on Form 10-K under the Exchange Act, (iii) files its quarterly reports on Form 10-Q under the Exchange Act or (iv) files a current report on Form 8-K under the Exchange Act (other than any Form 8-K relating solely to the issuance or offering of securities other than the Notes), the Company shall (but in the case of (ii), (iii) or (iv) above only if requested by the Agents), (y) concurrently with such amendment, supplement, Time of Delivery relating to such sale or filing or (z) if such amendment, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, furnish the Agents and their counsel with the written opinion of outside counsel to the Company, addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, to the same effect as the opinion referred to in Section 5(e) hereof, but modified, as necessary, to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such opinion; providedPROVIDED, howeverHOWEVER, that in lieu of such opinion, such counsel may furnish the Agents with a letter to the effect that the Agents may rely on such prior opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such letter authorizing reliance).

SUBSEQUENT DELIVERY OF LEGAL OPINION. The Company agrees that during each Marketing Period, each time that the Registration Statement or any Prospectus shall be amended or supplemented (other than by a Pricing Supplement providing solely for the interest rates or maturities of the Notes or the principal amount of Notes remaining to be sold or similar changes), and each time the Company (i) sells Notes to the Agents as principals and the Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase Agreement, (ii) files an annual report on Form 10-K under the Exchange Act, (iii) files its quarterly reports on Form 10-Q under the Exchange Act or (iv) files a current report on Form 8-K under the Exchange Act (other than any Form 8-K relating solely to the issuance or offering of securities other than the Notes), the Company shall (but in the case of (ii), (iii) or (iv) above only if requested by the Agents), (y) concurrently with such amendment, supplement, Time of Delivery relating to such sale or filing or (z) if such amendment, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, furnish the Agents and their counsel with the written opinion of outside counsel to the Company, addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, to the same effect as the opinion referred to in Section 5(e) hereof, but modified, as necessary, to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such opinion; providedPROVIDED, howeverHOWEVER, that in lieu of such opinion, such counsel may furnish the Agents with a letter to the effect that the Agents may rely on such prior opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such letter authorizing reliance).

SUBSEQUENT DELIVERY OF LEGAL OPINION. The Company agrees that during each Marketing Period, each time that the Registration Statement or any Prospectus shall be amended or supplemented (other than by a Pricing Supplement providing solely for the interest rates or maturities of the Notes or the principal amount of Notes remaining to be sold or similar changes), and each time the Company (i) sells Notes to the Agents as principals and the Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase Agreement, (ii) files an annual report on Form 10-K under the Exchange Act, (iii) files its -20- quarterly reports on Form 10-Q under the Exchange Act or (iv) files a current report on Form 8-K under the Exchange Act (other than any Form 8-K relating solely to the issuance or offering of securities other than the Notes), the Company shall (but in the case of (ii), (iii) or (iv) above only if requested by the Agents), (y) concurrently with such amendment, supplement, Time of Delivery relating to such sale or filing or (z) if such amendment, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, furnish the Agents and their counsel with the written opinion of outside counsel to the Company, addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, to the same effect as the opinion referred to in Section 5(e) hereof, but modified, as necessary, to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such opinion; providedPROVIDED, howeverHOWEVER, that in lieu of such opinion, such counsel may furnish the Agents with a letter to the effect that the Agents may rely on such prior opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such letter authorizing reliance).