Common use of Intellectual Property Opinion Clause in Contracts

Intellectual Property Opinion. On or prior to the First Delivery Date and within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) (other than pursuant to Section 7(m)(iii)) and for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Sterne, Kessler, Xxxxxxxxx & Xxx P.L.L.C. (“Company IP Counsel”), or other counsel reasonably satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, substantially similar to the form previously provided to Xxxxx and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented and dated as of the date that such certificate is required to be delivered; provided, however, the Company shall be required to furnish to Xxxxx no more than one opinion hereunder per calendar year; provided, further, that in lieu of such opinions for subsequent Representation Dates on which Company IP Counsel is obligated to deliver an opinion hereunder, counsel may furnish Xxxxx with a letter (an “IP Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(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 as of the date of the IP Reliance Letter).

Intellectual Property Opinion. On or prior to the First Delivery Date and within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) (other than pursuant to Section 7(m)(iii)) and for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion opinions of SterneXxXxxxxx & English, Kessler, Xxxxxxxxx & Xxx P.L.L.C. LLP and Xxxxxxx Procter LLP (“Company IP Counsel”), or other counsel reasonably satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, substantially similar to the form previously provided to Xxxxx and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented and dated as of the date that such certificate is required to be delivered; provided, however, the Company shall be required to furnish to Xxxxx no more than one opinion set of opinions hereunder per calendar year; provided, further, that in lieu of such opinions for subsequent Representation Dates on which Company IP Counsel is are obligated to deliver an opinion opinions hereunder, counsel may furnish Xxxxx with a letter (an “IP Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(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 as of the date of the IP Reliance Letter).

Intellectual Property Opinion. (1) On or prior to the First Delivery Date date of the first Placement Notice and (2) within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) (other than pursuant to Section 7(m)(iii)) and for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Sterne, Kessler, Xxxxxxxxx & Xxx P.L.L.C. (“Company IP Counsel”), or other counsel reasonably satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, substantially similar to the form previously provided to Xxxxx and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented and dated as of the date that such certificate is required to be delivered; provided, however, the Company shall be required to furnish to Xxxxx no more than one opinion hereunder per calendar year; provided, further, that in lieu of such opinions for subsequent Representation Dates on which Company IP Counsel is obligated to deliver an opinion hereunderperiodic filings under the Exchange Act, counsel may furnish Xxxxx with a letter (an “IP Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(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 as of the date of the IP Reliance Letter).

Intellectual Property Opinion. On or prior to the First Delivery Date and within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) (other than pursuant to Section 7(m)(iii)) and for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion of SterneXxxxxx, KesslerXxxxxxx, Xxxxxxxxx & Xxx P.L.L.C. (“Company IP Counsel”), or other counsel reasonably satisfactory to XxxxxCowen, in form and substance reasonably satisfactory to Xxxxx Cowen and its counsel, substantially similar to the form previously provided to Xxxxx Cowen and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented and dated as of the date that such certificate is required to be delivered; provided, however, the Company shall be required to furnish to Xxxxx Cowen no more than one opinion hereunder per calendar year; provided, further, that in lieu of such opinions for subsequent Representation Dates on which Company IP Counsel is obligated to deliver an opinion hereunder, counsel may furnish Xxxxx Cowen with a letter (an “IP Reliance Letter”) to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(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 as of the date of the IP Reliance Letter).