Common use of Company Counsel Legal Opinions Clause in Contracts

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jxxxxx as principal on a Settlement Date and within 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 E for which no waiver is applicable, the Company shall cause to be furnished to Jxxxxx the favorable opinions of Mxxxxxxx & Fxxxxxxx LLP (“Company Counsel”), in form and substance reasonably satisfactory to Jxxxxx and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jxxxxx a letter (a “Reliance Letter”) to the effect that Jxxxxx may rely on a prior opinion delivered under this Section 7(p) 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 and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jxxxxx Bxxxx as principal on a Settlement Date and within 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 E for which no waiver is applicable, the Company shall cause to be furnished to Jxxxxx Bxxxx the favorable opinions of Mxxxxxxx & Fxxxxxxx LLP (“Company Counsel”), in form and substance reasonably satisfactory to Jxxxxx Bxxxx and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jxxxxx Bxxxx a letter (a “Reliance Letter”) to the effect that Jxxxxx Bxxxx may rely on a prior opinion delivered under this Section 7(p) 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 and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jxxxxx B. Xxxxx as principal on a Settlement Date and within 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 E for which no waiver is applicable, the Company shall cause to be furnished to Jxxxxx B. Xxxxx the favorable opinions of Mxxxxxxx & Fxxxxxxx LLP (“Company Counsel”), in form and substance reasonably satisfactory to Jxxxxx B. Xxxxx and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jxxxxx B. Xxxxx a letter (a “Reliance Letter”) to the effect that Jxxxxx B. Xxxxx may rely on a prior opinion delivered under this Section 7(p) 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 and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior Upon commencement of the offering of Securities to the date that the first Securities are be sold pursuant to the terms of this Agreement, each time Securities are delivered to Jxxxxx an Agent as principal on a Settlement Date and Date, within 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 E D for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to Jxxxxx the favorable an Agent written opinions of Mxxxxxxx & Fxxxxxxx Xxxxx Lovells US LLP (( “Company Counsel”), or other counsel satisfactory to the Agent, in form and substance reasonably satisfactory to Jxxxxx the Agent and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2E, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jxxxxx the Agent with a letter (a “Company Counsel Reliance Letter”) to the effect that Jxxxxx the Agent may rely on a prior opinion delivered under this Section 7(p7(o) 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 and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jxxxxx Jefferies as principal on a Settlement Date and within 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 E for which no waiver is applicable, the Company shall cause to be furnished to Jxxxxx Jefferies the favorable opinions of Mxxxxxxx Xxxxxxxx & Fxxxxxxx Xxxxxxxx LLP (“Company Counsel”), in form and substance reasonably satisfactory to Jxxxxx Jefferies and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jxxxxx Jefferies a letter (a “Reliance Letter”) to the effect that Jxxxxx Jefferies may rely on a prior opinion delivered under this Section 7(p) 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 and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jxxxxx Cantor as principal on a Settlement Date and within 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 E for which no waiver is applicable, the Company shall cause to be furnished to Jxxxxx Cantor the favorable opinions of Mxxxxxxx Xxxxxxxx & Fxxxxxxx Xxxxxxxx LLP (“Company Counsel”), in form and substance reasonably satisfactory to Jxxxxx Cantor and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jxxxxx Cantor a letter (a “Reliance Letter”) to the effect that Jxxxxx Cantor may rely on a prior opinion delivered under this Section 7(p) 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 and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jxxxxx as principal on a Settlement Date and within three Within five Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicableDate, the Company shall cause to be furnished to Jxxxxx the favorable opinions BMOCM, dated as of Mxxxxxxx & Fxxxxxxx LLP (“Company Counsel”)such date and addressed to BMOCM, in form and substance satisfactory to BMOCM, (i) the written opinion of K&L Gates LLP, or other counsel reasonably satisfactory to Jxxxxx and its counselBMOCM, dated the date that the opinions are required to be deliveredas described in subsection (d) of Section 4, substantially similar to the forms attached effect set forth in Exhibit C hereto but modified as Exhibit D-1 and Exhibit D-2, modified, as necessary, necessary to relate to the Registration Statement and the Prospectus as then amended or supplementedand supplemented to the time of delivery of such opinion and (ii) the written opinion of Xxxxx X. Xxxxxx, General Counsel of the Company, as described in subsection (d) of Section 4, to the effect set forth in Exhibit D hereto 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; provided, however, that in the Company shall not be required to furnish to BMOCM more than one opinion per calendar quarter from outside counsel to the Company. In lieu of delivering such opinions for dates subsequent Representation Dates, any to the commencement of the offering of the Shares under this Agreement such counsel may furnish to Jxxxxx BMOCM with a letter (a “Reliance Letter”) to the effect that Jxxxxx BMOCM may rely on a prior opinion delivered under this Section 7(psubsection (t) 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 and the Prospectus as amended or supplemented at as of such Representation Datesubsequent date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jxxxxx Stifel as principal on a Settlement Date and within 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 E for which no waiver is applicable, the Company shall cause to be furnished to Jxxxxx Stifel the favorable opinions of Mxxxxxxx Xxxxxxxx & Fxxxxxxx Xxxxxxxx LLP (“Company Counsel”), in form and substance reasonably satisfactory to Jxxxxx Stifel and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jxxxxx Stifel a letter (a “Reliance Letter”) to the effect that Jxxxxx Stifel may rely on a prior opinion delivered under this Section 7(p) 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 and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jxxxxx MLV as principal on a Settlement Date Date, promptly and within 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 E C for which no waiver is applicable, and the date of the Placement 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 Jxxxxx the favorable MLV written opinions of Mxxxxxxx & Fxxxxxxx Andrews Kxxxx XXX xxx Hogan Lovxxxx US LLP (collectively, “Company Counsel”), in form and substance reasonably or other counsel satisfactory to Jxxxxx and its counselMLV, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jxxxxx MLV with a letter (a “Reliance Letter”) to the effect that Jxxxxx MLV may rely on a prior opinion delivered under this Section 7(p7(o) 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 and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jxxxxx Xxxxxxx Xxxxx as principal on a Settlement Date Date, promptly and within 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 E C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless Xxxxxxx Xxxxx agrees otherwise, the Company shall cause to be furnished to Jxxxxx the favorable Xxxxxxx Xxxxx written opinions of Mxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Fxxxxxxx Xxxx LLP and DLA Piper LLP (US) (collectively, “Company Counsel”), in form and substance reasonably or other counsel satisfactory to Jxxxxx and its counselXxxxxxx Xxxxx, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jxxxxx xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Jxxxxx Xxxxxxx Xxxxx may rely on a prior opinion delivered under this Section 7(p7(o) 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 and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jxxxxx Xxxxx as principal on a Settlement Date and within 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 E for which no waiver is applicable, the Company shall cause to be furnished to Jxxxxx Xxxxx the favorable opinions of Mxxxxxxx Xxxxxxxx & Fxxxxxxx Xxxxxxxx LLP (“Company Counsel”), in form and substance reasonably satisfactory to Jxxxxx Xxxxx and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jxxxxx Xxxxx a letter (a “Reliance Letter”) to the effect that Jxxxxx Xxxxx may rely on a prior opinion delivered under this Section 7(p) 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 and the Prospectus as amended or supplemented at such Representation Date).