Common use of Legal Opinion of Counsel for the Company Clause in Contracts

Legal Opinion of Counsel for the Company. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) for which no waiver is applicable, the Company shall cause to be furnished to Rxxxxxx Jxxxx the written opinion of Hxxxxx and Bxxxx, LLP or other counsel satisfactory to Rxxxxxx Jxxxx, in form and substance satisfactory to Rxxxxxx Jxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit 7(o)(1), 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, counsel may fxxxxxx Xxxxxxx Jxxxx with a letter (a “Reliance Letter”) to the effect that Rxxxxxx Jxxxx xxx 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 at such Representation Date). The obligation of the Company under this Section 7(o) shall be deferred during any Suspension Period and shall recommence upon the termination of such Suspension Period.

Legal Opinion of Counsel for the Company. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) for which no waiver is applicable, the Company shall cause to be furnished to Rxxxxxx Jxxxx [—] and the Alternative Agents the written opinion opinions of Hxxxxx each of (i) O’Melveny & Xxxxx LLP; (ii) Xxxxxxx LLP and Bxxxx(iii) Fried, LLP Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, or other counsel satisfactory to Rxxxxxx Jxxxxthe Agents, in form and substance satisfactory to Rxxxxxx Jxxxx the Agents and its their counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit 7(o)(1), Exhibit 7(o)(2), and Exhibit 7(o)(3), 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, counsel may fxxxxxx Xxxxxxx Jxxxx furnish [—] and the Alternative Agents with a letter (a “Reliance Letter”) to the effect that Rxxxxxx Jxxxx xxx [—] and the Alternative Agents 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 at such Representation Date). The obligation of the Company under this Section 7(o) shall be deferred during any Suspension Period and shall recommence upon the termination of such Suspension Period.

Legal Opinion of Counsel for the Company. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement or any Terms Agreement and within three (3) Trading Days of each any Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) for which no waiver is applicable, the Company shall cause to be furnished to Rxxxxxx Jxxxx the Agents the written opinion opinions of Hxxxxx each of (i) O’Melveny & Xxxxx LLP; (ii) Xxxxxxx LLP and Bxxxx(iii) Fried, LLP Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, or other counsel satisfactory to Rxxxxxx Jxxxxthe Agents, in form and substance satisfactory to Rxxxxxx Jxxxx the Agents and its their counsel, dated the date that the each opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit 7(o)(1), Exhibit 7(o)(2) and Exhibit 7(o)(3), respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may fxxxxxx Xxxxxxx Jxxxx furnish the Agents with a letter (a “Reliance Letter”) to the effect that Rxxxxxx Jxxxx xxx the Agents 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 at such Representation Date). The obligation of the Company under this Section 7(o) shall be deferred during any Suspension Period and shall recommence upon the termination of such a Suspension PeriodRescission Date.

Legal Opinion of Counsel for the Company. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) for which no waiver is applicable, the Company shall cause to be furnished to Rxxxxxx Jxxxx Xxxxxxx Xxxxx the written opinion of Hxxxxx and Bxxxx, Xxxxxx Xxxxxx LLP or other counsel satisfactory to Rxxxxxx JxxxxXxxxxxx Xxxxx, in form and substance satisfactory to Rxxxxxx Jxxxx Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit 7(o)(1), 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, counsel may fxxxxxx xxxxxxx Xxxxxxx Jxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Rxxxxxx Jxxxx Xxxxxxx Xxxxx xxx 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 at such Representation Date). The obligation of the Company under this Section 7(o) shall be deferred during any Suspension Period and shall recommence upon the termination of such Suspension Period.