Common use of Bring Down Opinions; Negative Assurance Clause in Contracts

Bring Down Opinions; Negative Assurance. On the date hereof and within 10 Business Days of each subsequent Representation Date and in any event prior to the delivery of the first Sales Notice following such Representation Date (and any Sales Notices delivered prior to, and effective following, a Representation Date shall be suspended by the Company (with written notice to the Lead Manager) until this provision is complied with), unless waived by the Lead Manager, the Company shall furnish or cause to be furnished forthwith to the Managers and to counsel to the Managers a written opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, U.S. counsel to the Company (“U.S. Company Counsel”) and a written opinion of Stikeman Elliot LLP, Canadian counsel to the Company (“Canadian Company Counsel” and, together with U.S. Company counsel, “Company Counsel”) addressed to the Managers and dated the date the opinion is delivered, in form and substance reasonably satisfactory to the Managers, including a negative assurance representation, as applicable; provided, however, that in the absence of a Material Adverse Effect, the Company shall be required to furnish to the Managers no more than one opinion per calendar quarter from each Company Counsel; and provided, further, that in lieu of such opinions for subsequent Representation Dates after the date hereof, Company Counsel may furnish the Managers with a letter (a “Reliance Letter”) to the effect that the Managers may rely on a prior opinion delivered under this Section 5(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement, the U.S. Prospectus and Canadian Prospectus, as applicable, as amended or supplemented as of the date of the Reliance Letter).

Bring Down Opinions; Negative Assurance. On the date hereof and within 10 Business Days of each subsequent Representation Date and in any event prior to the delivery of the first Sales Notice following such Representation Date (and any Sales Notices delivered prior to, and effective following, a Representation Date shall be suspended by the Company (with written notice to the Lead Manager) until this provision is complied with), unless waived by the Lead Manager, the Company shall furnish or cause to be furnished forthwith to the Managers Manager and to counsel to the Managers Manager a written opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, U.S. counsel to the Company (“U.S. Company Counsel”) and a written opinion of Stikeman Elliot LLP, Canadian counsel to the Company (“Canadian Company Counsel” and, together with U.S. Company counsel, “Company Counsel”) addressed to the Managers Manager and dated the date the opinion is delivered, in form and substance reasonably satisfactory to the ManagersManager, including a negative assurance representation, as applicable; provided, however, that in the absence of a Material Adverse Effect, the Company shall be required to furnish to the Managers Manager no more than one opinion per calendar quarter from each Company Counsel; and provided, further, that in lieu of such opinions for subsequent Representation Dates after the date hereof, Company Counsel may furnish the Managers Manager with a letter (a “Reliance Letter”) to the effect that the Managers Manager may rely on a prior opinion delivered under this Section 5(m5(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement, the U.S. Prospectus and Canadian Prospectus, as applicable, as amended or supplemented as of the date of the Reliance Letter).

Bring Down Opinions; Negative Assurance. On the date hereof and within 10 Business Within three (3) Trading Days of each subsequent Representation Date and in any event prior with respect to the delivery of the first Sales Notice following such Representation Date (and any Sales Notices delivered prior to, and effective following, a Representation Date shall be suspended by which the Company (with written notice is obligated to the Lead Managerdeliver a certificate pursuant to Section 5(k) until this provision for which no waiver is complied with), applicable or unless otherwise waived by the Lead Manager, the Company shall furnish or cause to be furnished forthwith to the Managers and to counsel to the Managers a written opinion and negative assurance letter opinions of Xxxxxx & Xxxxxxxx Xxxxxxx LLP, U.S. counsel to for the Company (“U.S. Company Counsel”) and a written opinion of Stikeman Elliot Blake, Xxxxxxx & Xxxxxxx LLP, Canadian counsel to for the Company (“Canadian Company Counsel” and, together collectively with U.S. Company counselCounsel, “Company Counsel”) addressed to the Managers and dated and delivered the date that the opinion is opinions are required to be delivered, in form and substance reasonably satisfactory to the ManagersLead Manager, including a negative assurance representation, as applicable; providedprovided that, however, that in the absence of a Material Adverse Effect, the Company shall be required to furnish to the Managers no more than one opinion per calendar quarter from each Company Counsel; and provided, further, that in lieu of such opinions and negative assurance representation for subsequent Representation Dates after the date hereofinitial delivery of the opinions of Company Counsel hereunder, Company Counsel may furnish the Managers with a letter (a “Reliance Letter”) to the effect that the Managers may rely on a prior opinion delivered under this Section 5(m5(l) to the same extent as if it were dated on the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement, the U.S. Prospectus and Canadian Prospectus, as applicable, as amended or supplemented as of the date of the Reliance Letter).

Bring Down Opinions; Negative Assurance. On the date hereof and within 10 Business Within three (3) Trading Days of each subsequent Representation Date and in any event prior with respect to the delivery of the first Sales Notice following such Representation Date (and any Sales Notices delivered prior to, and effective following, a Representation Date shall be suspended by which the Company (with written notice is obligated to the Lead Managerdeliver a certificate pursuant to Section 5(k) until this provision for which no waiver is complied with), applicable or unless otherwise waived by the Lead Manager, the Company shall furnish or cause to be furnished forthwith to the Managers and to counsel to the Managers written opinions and a written opinion and negative assurance letter of Xxxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company ("U.S. Company Counsel") and written opinions of Blake, Xxxxxxx & Xxxxxxx LLP, U.S. Canadian counsel to for the Company (“"Canadian Company Counsel" and, collectively with U.S. Company Counsel”) and a written opinion of Stikeman Elliot LLP, Canadian counsel to the Company (“Canadian "Company Counsel” and, together with U.S. Company counsel, “Company Counsel”") addressed to the Managers and dated and delivered the date that the opinion is opinions are required to be delivered, in form and substance reasonably satisfactory to the ManagersLead Manager, including a negative assurance representationprovided that, as applicable; provided, however, that in the absence of a Material Adverse Effect, the Company shall be required to furnish to the Managers no more than one opinion per calendar quarter from each Company Counsel; and provided, further, that in lieu of such opinions and, in the case of U.S. Company Counsel, negative assurance letter for subsequent Representation Dates after the date hereofinitial delivery of the opinions of Company Counsel hereunder, Company Counsel may furnish the Managers with a reliance letter (a “Reliance Letter”) to the effect that the Managers may rely on a prior opinion delivered under this Section 5(m5(l) to the same extent as if it were dated on the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement, the U.S. Prospectus and Canadian Prospectus, as applicable, as amended or supplemented as of the date of the Reliance Lettersuch reliance letter).

Bring Down Opinions; Negative Assurance. On the date hereof and within 10 Business Days of each subsequent Representation Date and in any event prior to the delivery of the first Sales Notice following such Representation Date (and any Sales Notices delivered prior to, and effective following, a Representation Date shall be suspended by the Company (with written notice to the Lead Manager) until this provision is complied with), unless waived by the Lead Manager, the Company shall furnish or cause to be furnished forthwith to the Managers Manager and to counsel to the Managers Manager a written opinion of Canadian and negative assurance letter of Xxxxxx & Xxxxxxx LLP, U.S. United States counsel to the Company (“U.S. "Company Counsel”) and a written opinion of Stikeman Elliot LLP, Canadian counsel to the Company (“Canadian Company Counsel” and, together with U.S. Company counsel, “Company Counsel”") addressed to the Managers Manager and dated the date the opinion is delivered, in form and substance reasonably satisfactory to the ManagersManager, including a negative assurance representation, as applicable; provided, however, that in the absence of a Material Adverse Effect, the Company shall be required to furnish to the Managers Manager no more than one opinion per calendar quarter from each Company Counsel; and provided, further, that in lieu of such opinions for subsequent Representation Dates after the date hereof, Company Counsel may furnish the Managers Manager with a letter (a “"Reliance Letter”") to the effect that the Managers Manager may rely on a prior opinion delivered under this Section 5(m5(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement, the U.S. Prospectus and Canadian Prospectus, as applicable, as amended or supplemented as of the date of the Reliance Letter).

Bring Down Opinions; Negative Assurance. On the date hereof and within 10 ten Business Days of each subsequent Representation Date and in any event prior to the delivery of the first Sales Notice following such Representation Date (and any Sales Notices delivered prior to, and effective following, a Representation Date shall be suspended by the Company (with written notice to the Lead Manager) until this provision is complied with), unless waived by the Lead Manager, the Company shall furnish or cause to be furnished forthwith to the Managers Manager and to counsel to the Managers a Manager (i) the written opinion and a negative assurance letter of Xxxxxx & Xxxxxxx LLP, U.S. counsel to for the Company (“"U.S. Company Counsel”") and a (ii) the written opinion of Stikeman Elliot LLPXxXxxxxx Xxxxxxxx, Canadian counsel to for the Company (“"Canadian Company Counsel” " and, together collectively with U.S. Company counselCounsel, “"Company Counsel”) "), in each case addressed to the Managers Manager and dated and delivered the date that the opinion is opinions are required to be delivered, in form and substance reasonably satisfactory to the ManagersManager, including a negative assurance representation, as applicable; provided, however, that in the absence of a Material Adverse Effect, the Company shall be required to furnish to the Managers Manager no more than one opinion per calendar quarter from each Company Counsel; and provided, further, that in lieu of such opinions for subsequent Representation Dates after the date hereof, Company Counsel may furnish the Managers Manager with a letter (a “"Reliance Letter”") to the effect that the Managers Manager may rely on a prior opinion delivered under this Section 5(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement, the U.S. Prospectus and Canadian Prospectus, as applicable, as amended or supplemented as of the date of the Reliance Letter).

Bring Down Opinions; Negative Assurance. On the date hereof and within 10 Business Days of each subsequent Representation Date and in any event prior to the delivery of the first Sales Notice following such Representation Date (and any Sales Notices delivered prior to, and effective following, a Representation Date shall be suspended by the Company (with written notice to the Lead Manager) until this provision is complied with), unless waived by the Lead Manager, the Company shall furnish or cause to be furnished forthwith to the Managers and to counsel to the Managers a written opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, U.S. counsel to the Company (“U.S. Company Counsel”) and a written opinion of Stikeman Elliot LLP, Canadian counsel to the Company (“Canadian Company Counsel” and, together with U.S. Company counsel, “Company Counsel”) addressed to the Managers and dated the date the opinion is delivered, in form and substance reasonably satisfactory to the Managers, including a negative assurance representation, as applicable; provided, however, that in the absence of a Material Adverse Effect, the Company shall be required to furnish to the Managers no more than one opinion per calendar quarter from each Company Counsel; and provided, further, that in lieu of such opinions for subsequent Representation Dates after the date hereof, Company Counsel may furnish the Managers with a letter (a “Reliance Letter”) to the effect that the Managers may rely on a prior opinion delivered under this Section 5(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement, the U.S. Prospectus and Canadian Prospectus, as applicable, as amended or supplemented as of the date of the Reliance Letter).