Subsequent Delivery of Legal Opinions Sample Clauses
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Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated...
Subsequent Delivery of Legal Opinions. If so requested by such Agent, each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) of this Agreement, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent shall furnish each Agent with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).
Subsequent Delivery of Legal Opinions. Each time that there is filed with the SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K incorporated by reference into the Prospectus, and otherwise only (i) as may be required in connection with a sale pursuant to Section 3(a) or (ii) at such times as may be reasonably requested by the Agents in the event of a material change in circumstances in respect of the Company, the Company shall furnish or cause to be furnished forthwith, and in any case promptly upon request, to the Agent(s) and to counsel to the Agents the written opinion of in-house counsel to the Company, or other counsel satisfactory to the Agent(s), dated the date of filing with the SEC of such document, the date requested by the Agent(s) or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the Agent(s), including such reductions or limitations as shall be reasonably satisfactory to the Agent(s), but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of such opinion, counsel last furnishing such opinion to the Agents may furnish the Agent(s) with a letter substantially to the effect that the Agent(s) may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).
Subsequent Delivery of Legal Opinions. Reasonably promptly following the time of the Company’s filing of its report on Form 10-Q for the quarter ended June 30 and its annual report on Form 10-K, the Company shall furnish or cause to be furnished forthwith to each Agent and to counsel to the Agents a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to the Agents, dated the date of delivery, in form and substance satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by any Non-General Supplement) to the time of delivery of such opinion. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such opinion. Furthermore, if so requested by an Agent by written notice to Senior Company Counsel of the Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such Terms Agreement), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of such sale, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to re...
Subsequent Delivery of Legal Opinions. As agreed to from time to time by the Agents and Global Funding, Global Funding shall furnish or cause to be furnished to the Agents legal opinions of internal counsel for the Company, counsel for the Company, counsel for the Global Funding Delaware Trustee and the Relevant Issuing Trust Trustee, counsel for Global Funding and the relevant Issuing Trust, counsel for the Indenture Trustee and counsel for Global Funding Administrator and the Issuing Trust Administrator, as applicable, dated the date agreed to by the Agents and Global Funding, in form and substance reasonably satisfactory to the Agents, of substantially the same tenor as the legal opinions referred to in Section 7(b)(i), Section 7(b)(iii), Section 7(b)(iv), Section 7(b)(v), Section 7(b)(vi), Section 7(b)(viii), Section 7(b)(ix), Section 7(b)(x), Section 7(b)(xi), Section 7(b)(xii), Section 7(b)(xiii) and Section 7(b)(xiv) hereof, as applicable, modified as necessary to relate to any report filed by the Company under Section 14 or Section 16(d) of the 1934 Act, to the time of delivery of such legal opinions or, in lieu of such legal opinions, counsel last furnishing such legal opinions to the Agents shall furnish such Agents with a letter substantially to the effect that the Agents may rely on such last legal opinions to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last legal opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).
Subsequent Delivery of Legal Opinions. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiaries) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K or (ii) a document filed pursuant to Section 14 of the 1934 Act, in each case, unless the Agents shall otherwise reasonably request), or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents (or,
Subsequent Delivery of Legal Opinions. Each time that the Registration Statement or the Prospectus shall be amended or supplemented, the Company and the Selling Stockholder shall furnish or cause to be furnished forthwith to the Agent a favorable opinion of Counsel for the Company and the Selling Stockholder, dated the date of delivery thereof and in form and substance satisfactory to Counsel for the Agent, of the same tenor as the opinion required by clauses (vi) and (xii) of Section 7(b) hereof but modified to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such opinion or, in lieu of such opinion, Counsel for the Company and the Selling Stockholder may furnish to the Agent a letter to the effect that the Agent may rely on the opinion last furnished to the Agent to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the time of delivery of such letter authorizing reliance).
Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (A) a pricing supplement or other amendment or supplement providing solely for Pricing Terms or solely for the inclusion of additional financial information, or any pricing supplement in connection with a purchase of Notes by an Agent as principal, (B) an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or (C) except as provided below, the filing of any document incorporated by reference therein), (ii) there is filed with the SEC any periodic report on Form 10-K or 10-Q, or a current report on Form 8-K containing information called for by any of Items 1 through 4 thereof, (iii) the Company sells Notes to an Agent as principal (provided that in the case of a purchase of Notes with respect to which the applicable pricing supplement provides solely for Pricing Terms or solely for the inclusion of additional financial information, only if required by such Agent) or (iv) the Company issues and sells Notes in a form not previously certified to the Agents by the Company, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents written opinions of Susan L. Harris, Esq. and Davis Polk & Wardwell, or in either case o▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇tisfactory ▇▇ ▇▇▇ ▇▇▇nts, ▇▇▇▇▇ the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be (except that no opinion other than that of Susan L. Harris, Esq. or other counsel satisfactory to the Agents sh▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ solely as a result of the filing by the Company with the SEC of any periodic report on Form 10-Q or any of the above-referenced current reports on Form 8-K), in form and substance satisfactory to the Agents, of the same tenor in the case of Susan L. Harris, Esq. or such other counsel as the opinion referred ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇(a)(2) hereof and in the case of Davis Polk & Wardwell or such other counsel as the opinion referred ▇▇ ▇▇ ▇▇▇▇ion ▇(▇)(▇) hereof (including the opinion of each required by Section 5(a)(5) hereof) but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter substantially in the form of Appendix...
Subsequent Delivery of Legal Opinions. Each time (i) the Corporation files with the SEC any Annual Report on Form 10-K; (ii) if required by the Agents, the Corporation files with the SEC any Quarterly Report on Form 10-Q or (iii) if required by the Agents, the Registration Statement or the Prospectus has been amended or supplemented (other than by an amendment or supplement providing solely for interest rates, maturity dates or other terms of the Notes or similar changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes), the Corporation shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the written opinions of Helms Mulliss & Wicker, PLLC, counsel to the Corporation, and Paul J. ▇▇▇▇▇▇▇, ▇▇▇▇ral ▇▇▇▇▇el to the Corporation (or such other att▇▇▇▇▇, ▇▇▇▇▇▇▇▇ly acceptable to counsel to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Corporation) dated the date of filing with the SEC of such supplement or document or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Section 4(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Agents shall furnish the Agents with a letter substantially to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).
Subsequent Delivery of Legal Opinions. In the event of an Issuance Request, the Company shall furnish or cause to be furnished to the Agent promptly upon such Issuance Request legal opinions of internal counsel for the Company, dated the date agreed to in connection with such Issuance Request, in form and substance reasonably satisfactory to the Agent, of substantially the same tenor as the legal opinions referred to in Section 5(b)(i) hereof, as applicable, modified as necessary, to the extent applicable, to relate to any report filed by the Company under Section 13 or Section 15(d) of the 1934 Act through the time of delivery of such legal opinion or, in lieu of such legal opinion, counsel last furnishing such legal opinion to the Agent shall furnish the Agent with a letter substantially to the effect that the Agent may rely on such last legal opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last legal opinion shall be deemed to relate to the Registration Statement, the Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance).