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 or any Confirmation or Terms Agreement and within three (3) Trading Days of any Representation Date with respect to which the Company is obligated to deliver the certificates in the forms attached hereto as Exhibit 7(n)(1) and Exhibit 7(n)(2) for which no waiver is applicable, the Company shall cause to be furnished to the Agents and the Forward Purchasers the written opinions of each of (i) O’Melveny & Xxxxx LLP, (ii) Xxxxxxx LLP and (iii) Xxxxx Lovells US LLP, or other counsel satisfactory to the Agents and Forward Purchasers, in form and substance satisfactory to the Agents, the Forward Purchasers and their counsel, dated the date that 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, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Agents and Forward Purchasers with a letter (a “Reliance Letter”) to the effect that the Agents and Forward Purchasers 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 a Suspension Rescission 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 or any Confirmation or Terms Agreement and within three (3) Trading Days of any each Representation Date with respect to which the Company is obligated to deliver the certificates a certificate in the forms form attached hereto as Exhibit 7(n)(1) and Exhibit 7(n)(27(n) for which no waiver is applicable, the Company shall cause to be furnished to the Agents and the Forward Purchasers Xxxxxxx Xxxxx the written opinions opinion of each of (i) O’Melveny & Xxxxx LLPXxxxxx and Xxxxx, (ii) Xxxxxxx LLP and (iii) Xxxxx Lovells US LLP, or other counsel satisfactory to the Agents and Forward PurchasersXxxxxxx Xxxxx, in form and substance satisfactory to the Agents, the Forward Purchasers Xxxxxxx Xxxxx and their its counsel, dated the date that each 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, provided however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Agents and Forward Purchasers xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Agents and Forward Purchasers may 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 a the termination of such Suspension Rescission DatePeriod. In addition, on or prior to the date that the first Shares are sold pursuant to the terms of this Agreement, the Company shall cause to be furnished to Xxxxxxx Xxxxx the written opinion of Xxxxxxx Xxxxx Xxxxxxx or other counsel satisfactory to Xxxxxxx Xxxxx, with respect to the Company’s British Virgin Islands subsidiary, Prime World International Holdings Ltd., and the written opinion of Zhong Lun Law Firm or other counsel satisfactory to Xxxxxxx Xxxxx, with respect to the Company’s People’s Republic of China subsidiary, Global Technologies, Inc., in each case in form and substance satisfactory to 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)(2) and Exhibit 7(o)(3), respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented.

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 Confirmation or Terms Agreement and within three (3) Trading Days of any Representation Date with respect to which the Company is obligated to deliver the certificates a certificate in the forms form attached hereto as Exhibit 7(n)(1) and Exhibit 7(n)(27(n) for which no waiver is applicable, the Company shall cause to be furnished to the Agents and the Forward Purchasers the written opinions of each of (i) O’Melveny & Xxxxx Cxxxxx LLP, (ii) Xxxxxxx Vxxxxxx LLP and (iii) Xxxxx Lovells US Winston & Sxxxxx LLP, or other counsel satisfactory to the Agents and Forward Purchasers, in form and substance satisfactory to the Agents, the Forward Purchasers and their counsel, dated the date that each opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit 7(o)(17(o)(i), Exhibit 7(o)(27(o)(ii) and Exhibit 7(o)(37(o)(iii), 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 furnish the Agents and Forward Purchasers with a letter (a “Reliance Letter”) to the effect that the Agents and Forward Purchasers 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 a Suspension Rescission 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 or any Confirmation or Terms Agreement and within three (3) Trading Days of any each Representation Date with respect to which the Company is obligated to deliver the certificates a certificate in the forms form attached hereto as Exhibit 7(n)(1) and Exhibit 7(n)(27(n) for which no waiver is applicable, the Company shall cause to be furnished to the Agents and the Forward Purchasers Xxxxxxx Xxxxx the written opinions opinion of each of (i) O’Melveny Xxxxxxxxx & Xxxxx LLP, (ii) Xxxxxxx Xxxxxxxx LLP and (iii) Xxxxx Lovells US LLP, or other counsel satisfactory to the Agents and Forward PurchasersXxxxxxx Xxxxx, in form and substance satisfactory to the Agents, the Forward Purchasers Xxxxxxx Xxxxx and their its counsel, dated the date that each 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, provided however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Agents and Forward Purchasers xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that the Agents and Forward Purchasers may 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. (p) Comfort Letter. 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 Suspension Rescission Date.certificate in the form attached hereto as Exhibit 7(n) for which no waiver is applicable, the Company shall cause (a) Deloitte & Touche LLP, independent public or certified public accountants for the Company, to xxxxxxx Xxxxxxx Xxxxx a letter dated the date the letter is delivered and addressed to Xxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx, (i) containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters, delivered according to Accounting Standards Update No. 634 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information of the Company and its subsidiaries contained in the Registration Statement, the Prospectus, and each free writing prospectus, if any, and, with respect to each letter dated the date hereof only, the Prospectus, and (ii) confirming that they are (A) independent public or certified public accountants as required by

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 Confirmation or Terms Agreement and within three (3) Trading Days of any Representation Date with respect to which the Company is obligated to deliver the certificates a certificate in the forms form attached hereto as Exhibit 7(n)(1) and Exhibit 7(n)(27(n) for which no waiver is applicable, the Company shall cause to be furnished to the Agents and the Forward Purchasers the written opinions of each of (i) O’Melveny & Xxxxx LLP, (ii) Xxxxxxx LLP and (iii) Xxxxx Lovells US Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, or other counsel satisfactory to the Agents and Forward Purchasers, in form and substance satisfactory to the Agents, the Forward Purchasers and their counsel, dated the date that 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, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Agents and Forward Purchasers with a letter (a “Reliance Letter”) to the effect that the Agents and Forward Purchasers 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 a Suspension Rescission 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 or any Confirmation or Terms Agreement and within three (3) Trading Days of any Representation Date with respect to which the Company is obligated to deliver the certificates a certificate in the forms form attached hereto as Exhibit 7(n)(1) and Exhibit 7(n)(27(n) for which no waiver is applicable, the Company shall cause to be furnished to the Agents and the Forward Purchasers the written opinions of each of (i) O’Melveny & Xxxxx LLP, (ii) Xxxxxxx LLP and (iii) Xxxxx Lovells US Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, or other counsel satisfactory to the Agents and Forward Purchasers, in form and substance satisfactory to the Agents, the Forward Purchasers and their counsel, dated the date that 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, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Agents and Forward Purchasers with a letter (a “Reliance Letter”) to the effect that the Agents and Forward Purchasers 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 a Suspension Rescission Date.. (p)