Common use of Company Counsel Legal Opinions Clause in Contracts

Company Counsel Legal Opinions. Within four Trading Days of the date hereof and on each Representation Date, the Company shall cause to be furnished to the Agents, dated as of such date and addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, the written opinion and a negative assurance letter, to the extent applicable, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxxxx & Xxxxxxx LLP, U.S. counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Agents may 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 Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or an Agent sells any Shares, the Company shall provide the Agents with each of the documents set out in this Section 3(q).

Company Counsel Legal Opinions. Within four Trading Days Upon execution of the date hereof this Agreement and on each Representation Date, the Company shall cause to be furnished to the AgentsBMOCM, dated as of such date and addressed to the AgentsBMOCM, in form and substance satisfactory to the AgentsBMOCM, acting reasonably, the written opinion and a negative assurance letter, to the extent applicable, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxxxx & Xxxxxxx Whitney LLP, U.S. counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Agents BMOCM may furnish the Agents BMOCM with a letter to the effect that the Agents BMOCM 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 Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or an Agent BMOCM sells any Shares, the Company shall provide the Agents BMOCM with each of the documents set out in this Section 3(q).

Company Counsel Legal Opinions. Within four Trading Days Upon execution of the date hereof this Agreement and on each Representation Date, the Company shall cause to be furnished to the AgentsBMOCM, dated as of such date and addressed to the AgentsBMOCM, in form and substance satisfactory to the AgentsBMOCM, acting reasonably, (i) the written opinion and a negative assurance letter, to the extent applicable, of (i) Xxxxxx Xxxxxx Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) the written opinion and a negative assurance letter of Xxxxxx & Xxxxxxx Whitney LLP, U.S. counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Agents BMOCM may furnish the Agents BMOCM with a letter to the effect that the Agents BMOCM 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 Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or an Agent BMOCM sells any Shares, the Company shall provide the Agents BMOCM with each of the documents set out in this Section 3(q).

Company Counsel Legal Opinions. Within four Trading Days of the date hereof and on each Representation Date, the Company shall cause to be furnished to the Agents, dated as of such date and addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, the written opinion and a negative assurance letter, to the extent applicable, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxxxx & Xxxxxxx Whitney LLP, U.S. counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Agents may 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 Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or an Agent sells any Shares, the Company shall provide the Agents with each of the documents set out in this Section 3(q).

Company Counsel Legal Opinions. Within four Upon execution of this Agreement and within five Trading Days of the date hereof and on each Dates after any Representation Date, the Company shall cause to be furnished to the Agents, dated as of such date and addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, (i) the written opinion and a negative assurance letterof Fogler, to the extent applicable, of (i) Xxxxxxx Xxxxx Rxxxxxxx LLP, Canadian counsel for the Company, and (ii) Xxxxxx the written opinion and a negative assurance letter, of Dxxxxx & Xxxxxxx Whitney LLP, U.S. United States counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Agents may 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 Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or Form 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or an Agent sells the Agents sell any Shares, the Company shall provide the Agents with each of the documents set out in this Section 3(q).

Company Counsel Legal Opinions. Within four On the date of this Agreement, each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, promptly and in no event later than three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit C for which no waiver is applicable, and the date of the date hereof and on each Representation DatePlacement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless Xxxxx Fargo agrees otherwise, the Company shall cause to be furnished to the AgentsXxxxx Fargo written opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and DLA Piper LLP (US) (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxx Fargo, dated as of such the date and addressed that the opinion is required to be delivered, substantially similar to the Agentsforms attached hereto as Exhibit D-1 and Exhibit D-2, in form and substance satisfactory to the Agentsrespectively, acting reasonablymodified, the written opinion and a negative assurance letteras necessary, to the extent applicable, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxxxx & Xxxxxxx LLP, U.S. counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement)supplemented; provided, orhowever, that in lieu of such opinionsopinions for subsequent Representation Dates, any such counsel last furnishing such opinion to the Agents may furnish the Agents Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that the Agents Xxxxx Fargo may rely on such last a prior opinion delivered under this Section 7(o) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or an Agent sells any Shares, the Company shall provide the Agents with each of the documents set out in this Section 3(q).

Company Counsel Legal Opinions. Within four Trading Days Upon execution of the date hereof this Agreement and on each ‎each Representation Date, the Company shall cause to be furnished to the Agents, dated as of such ‎such date and addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably‎reasonably, (i) the written opinion and a negative assurance letterletter of Xxxxxxx, to the extent applicableArps, of (i) Slate, Xxxxxxx Xxxxx and Xxxx LLP, Canadian counsel for the Company, and (ii) Xxxxxx & Xxxxxxx LLP, U.S. counsel for the Company, each as described in Section 4(e), in either case, modified as necessary ‎necessary to relate to the Registration Statement and the Prospectuses Prospectus as amended or supplemented ‎supplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance ‎assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last ‎last furnishing such opinion to the Agents may furnish the Agents with a letter to the effect that the ‎the Agents may rely on such last opinion to the same extent as though it was dated the date of such ‎such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate ‎relate to the Registration Statement and the Prospectuses Prospectus as amended and supplemented to the time ‎time of delivery of such letter authorizing reliance)) and (ii) the written opinion of Xxxxx Xxxxxxxx Faillers LLP with respect to matters of Nevada law. The requirement to furnish the documents set out ‎out in this Section 3(q3(p) shall be waived for any Representation Date occurring at a time at which no ‎no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the ‎the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable hereunder (which for such calendar quarter shall be considered a Representation ‎Representation Date), and the next occurring Representation Date; provided, however, that such waiver ‎waiver shall not apply for any Representation Date on which the Company files its annual report on ‎on Form 4010-F. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares ‎Shares following a Representation Date when the Company relied on such waiver, then before the ‎the Company delivers the Agency Transaction Notice or Terms AgreementNotice, as applicable, or an Agent sells ‎the Agents sell any Shares, the Company shall provide cause to be furnished to the Agents with each of the documents set out ‎out in this Section 3(q).3(p).‎

Company Counsel Legal Opinions. Within four Upon execution of this Agreement and within five Trading Days of the date hereof and on each Dates after any Representation Date, the Company shall cause to be furnished to the AgentsAgent, dated as of such date and addressed to the AgentsAgent, in form and substance satisfactory to the AgentsAgent, acting reasonably, (i) the written opinion and a negative assurance letter, to the extent applicable, of (i) Xxxxxxx Xxxxx & Xxxxxxxxx LLP, Canadian counsel for the Company, and (ii) the written opinion and a negative assurance letter, of Xxxxxx & Xxxxxxx Whitney LLP, U.S. counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Agents Agent may furnish the Agents Agent with a letter to the effect that the Agents Agent 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 Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or Form 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or an the Agent sells any Shares, the Company shall provide the Agents Agent with each of the documents set out in this Section 3(q). Upon execution of this Agreement and within five Trading Dates after each time the Company files an annual report on Form 40-F or Form 20-F, the Company shall cause to be furnished to the Agent, dated as of such date and addressed to the Agent, in form and substance satisfactory to the Agent, acting reasonably, the written opinions of (i) Xxxxxxx Coie LLP, counsel to XxXxxxx Mining Company and (ii) Xxxxxxxx and Wedge, counsel to Integra Holdings U.S. Inc., modified as is necessary but of the same form as the opinions delivered upon execution of this Agreement, or, in lieu of such opinions, counsel last furnishing such opinion to the Agent may furnish the Agent with a letter to the effect that the Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance.

Company Counsel Legal Opinions. Within four On the date of this Agreement, each time Securities are delivered to MLV as principal on a Settlement Date, promptly and in no event later than three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit C for which no waiver is applicable, and the date of the date hereof and on each Representation DatePlacement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless MLV agrees otherwise, the Company shall cause to be furnished to the AgentsMLV a written opinion of Stroock & Stroock & Xxxxx LLP (“Company Counsel”), or other counsel satisfactory to MLV, dated as of the date such date and addressed opinion is required to be delivered, substantially similar to the Agentsform attached hereto as Exhibit D, in form and substance satisfactory to the Agentsmodified, acting reasonablyas necessary, the written opinion and a negative assurance letter, to the extent applicable, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxxxx & Xxxxxxx LLP, U.S. counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses Prospectus as then amended or supplemented at supplemented. On the date of delivery of such opinion (with such opinions and negative assurance letters this Agreement, each time Securities are delivered to MLV as principal on a Settlement Date, promptly and in no event later than three Trading Days after each 10-K Representation Date being with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit C for which no waiver is applicable, and the date of the same tenor Placement Notice if such Placement Notice is delivered after a 10-K Representation Date and during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to MLV a written tax opinion of Company Counsel, or other counsel satisfactory to MLV, dated the date that such tax opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter delivered upon execution of Company Counsel, or other counsel satisfactory to MLV, required to be furnished to MLV pursuant to this Agreement), or, in lieu of such opinionsSection 7(o) on subsequent Representation Dates, counsel last furnishing such opinion to the Agents may furnish the Agents MLV with a letter (a “Reliance Letter”) to the effect that the Agents MLV may rely on such last a prior opinion delivered under this Section 7(o) to the same extent as though if it was were dated the date of such letter authorizing reliance Reliance Letter (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectuses Prospectus as then amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or an Agent sells any Shares, the Company shall provide the Agents with each of the documents set out in this Section 3(qsupplemented).

Company Counsel Legal Opinions. Within four Upon execution of this Agreement and within five Trading Days of the date hereof and on each after any Representation Date, the Company shall cause to be furnished to the Agents, dated as of such date and addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, (i) the written opinion and a negative assurance letter, to the extent applicable, of (i) Mxxxxx Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxxxx the written opinion and a negative assurance letter, of Mxxxxxxx Xxxxxxxxxx & Xxxxxxx Kxxxx LLP, U.S. counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Agents may 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 Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. . Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or an Agent sells the Agents sell any Shares, the Company shall provide the Agents with each of the documents set out in this Section 3(q).

Company Counsel Legal Opinions. Within four Trading Days Upon execution of the date hereof and on each Representation Datethis Agreement, the Company shall cause to be furnished to the Agents, dated as of such the date hereof and addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, (i) the written opinion and a negative assurance letter, to the extent applicable, of (i) Xxxxxxx Xxxxx Stikeman Elliott LLP, Canadian counsel for the Company, and (ii) the written opinion and a negative assurance letter of Xxxxxx & Xxxxxxx LLP, U.S. counsel for the Company, and on each as described in Section 4(e)Representation Date, in either case, modified as necessary the Company shall cause to relate be furnished to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of Agents such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the last opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion furnished to the Agents may furnish the Agents by counsel with a letter letter, dated as of such date and addressed to the Agents, 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 Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance), or, if the Company or its counsel consider necessary or desirable, opinions and negative assurance letters of counsel dated as of such Representation Date and addressed to the Agents of the same tenor as the opinions and negative assurance letter delivered upon execution of the Agreement and in each case modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion, each as described in Section 4(e) ),. The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or an Agent BMOCM sells any Shares, the Company shall provide the Agents with each of the documents set out in this Section 3(q).

Company Counsel Legal Opinions. Within four Upon execution of this Agreement and within three (3) Trading Days of the date hereof and on each Representation Date, the Company shall cause to be furnished to the AgentsSales Agent, dated as of such date and addressed to the AgentsSales Agent, in form and substance satisfactory to the AgentsSales Agent, acting reasonably, the written opinion and (with respect to U.S. counsel only) a negative assurance letter, to the extent applicable, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxxxx Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, U.S. counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letters letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Agents Sales Agent may furnish the Agents Sales Agent with a letter to the effect that the Agents Sales Agent 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 Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. F or any material amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or an the Sales Agent sells any Shares, the Company shall provide the Agents Sales Agent with each of the documents set out in this Section 3(q)) dated the date of the Agency Transaction Notice.

Company Counsel Legal Opinions. Within four Trading Days Upon execution of the date hereof this Agreement and on each Representation Date, the Company shall cause to be furnished to the Agents, dated as of such date and addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, the written opinion and a negative assurance letter, to the extent applicable, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxxxx & Xxxxxxx Whitney LLP, U.S. counsel for the Company, each as described in Section 4(e), in either case, modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion to the Agents may 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 Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or an Agent sells any Shares, the Company shall provide the Agents with each of the documents set out in this Section 3(q).

Company Counsel Legal Opinions. Within four Trading Days Upon execution of the date hereof and on each Representation Datethis Agreement, the Company shall cause to be furnished to the Agents, dated as of such the date hereof and addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, (i) the written opinion and a negative assurance letter, to the extent applicable, of (i) Xxxxxxx Xxxxx Stikeman Elliott LLP, Canadian counsel for the Company, and other local counsel in any of the Canadian Qualifying Jurisdictions as required, and (ii) Xxxxxx the written opinion and a negative assurance letter of Dxxxxx & Xxxxxxx Wxxxxxx LLP, U.S. counsel for the Company, and on each as described in Section 4(e)Representation Date, in either case, modified as necessary the Company shall cause to relate be furnished to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of Agents such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the last opinions and negative assurance letter delivered upon execution of this Agreement), or, in lieu of such opinions, counsel last furnishing such opinion furnished to the Agents may furnish the Agents by counsel with a letter letter, dated as of such date and addressed to the Agents, 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 Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance), or, if the Company or its counsel consider necessary or desirable, opinions and negative assurance letters of counsel dated as of such Representation Date and addressed to the Agents of the same tenor as the opinions and negative assurance letter delivered upon execution of the Agreement and in each case modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion, each as described in Section 4(e). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or an Agent sells any Shares, the Company shall provide the Agents with each of the documents set out in this Section 3(q).