Common use of Legal Opinions Clause in Contracts

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than 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 E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx Fargo, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo with a letter to the effect that Xxxxx Fargo 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).

Legal Opinions. On or prior to the date that the Shares are first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three within five (35) Trading Days of after each Representation Date (excluding Representation Dates with regard to the time the Company files its Quarterly Reports on Form 10-Q) with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E G for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo the Placement Agent (i) a written opinions opinion and negative assurance letter of Pillsbury Hunton & Xxxxxxxx Xxxx Xxxxxxx LLP LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to Xxxxx Fargothe Placement Agent, in form and substance reasonably satisfactory to Xxxxx Fargo the Placement Agent and its counsel, dated the date that the such opinion is and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counselD, and modified(ii), as necessaryunless waived by the Placement Agent, to relate a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Registration Statement Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Prospectus as then amended or supplementedPlacement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo the Placement Agent with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo the Placement Agent 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).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than 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 E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx Fargo written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx FargoXxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxxxx Xxxxx Fargo and its counsel, and 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 xxxxxxx Xxxxxxx Xxxxx Fargo with a letter to the effect that Xxxxxxx Xxxxx Fargo 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).

Legal Opinions. On or prior to the date that of the first Securities are sold pursuant to the terms of this Agreement Issuance Notice and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than within three (3) Trading Days of each Representation Triggering Event Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E pursuant to Section 4(o) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to Xxxxx Fargo the Agents a written opinions legal opinion letter (which shall contain a negative assurances statement) of Pillsbury Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel to the Company, the written legal opinion of Xxxxxx Xxxxxxx Xxxxxxxx Xxxx Xxxxxxx LLP & Xxxxxx PC (“Company Counsel”limited to confirming the matters addressed in clause 2(y)), or other special counsel satisfactory to the Company, and a negative assurances letter and the written legal opinion of Xxxxx FargoXxxx & Xxxxxxxx LLP, counsel to the Agents, each dated the date of delivery, in form and substance reasonably satisfactory to Xxxxx Fargo 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 D-1 form previously provided to the Agents and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its their counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, provided that in the Company shall be required to furnish no more than one opinion from each such counsel per each filing of an annual report on Form 10-K or quarterly report on Form 10-Q. In lieu of such opinions for subsequent Representation Datesperiodic filings, any in the discretion of the Agents, the Company may furnish a reliance letter from such counsel may furnish Xxxxx Fargo with a letter to the effect that Xxxxx Fargo may Agents, permitting the Agents to rely on a prior previously delivered opinion delivered under this Section 7(p) to the same extent letter, modified as if it were dated the date appropriate for any passage of such letter time or Triggering Event Date (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 Triggering Event Date).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement DateAgreement, as promptly as possible and in no event later than 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 E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP Xxxxx Lovells US LLP, Leitman, Siegal, Xxxxx & Xxxxxxxx, P.C. and Sirote & Permutt, P.C. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxx Fargo, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 D-1, Exhibit D-2 and Exhibit D-2D-3, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo 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).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement DateAgreement, as promptly as possible and in no event later than 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 E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx Fargo written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP Xxxxx Lovells US LLP, Leitman, Siegal, Xxxxx & Xxxxxxxx, P.C. and Sirote & Permutt, P.C. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxx FargoXxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 D-1, Exhibit D-2 and Exhibit D-2D-3, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 xxxxxxx Xxxxxxx Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx Fargo 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).

Legal Opinions. On or prior to (1) Within five Trading Days of the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (32) within five 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 E 7(l) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo MLV written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP Ledgewood, a professional corporation (“Company Counsel”), or other counsel satisfactory to Xxxxx FargoMLV, in form and substance satisfactory to Xxxxx Fargo MLV and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit 7(m)(i) and Exhibit 7(m)(ii), and, as to matters of Maryland law, Company Counsel may rely on Maryland counsel acceptable to MLV, and the Company shall cause to be furnished to MLV a written opinion of such Maryland counsel in form and substance satisfactory to MLV and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 and Exhibit D-27(m)(iii), subject to each such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and opinion modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and with customary assumptions and exceptions; provided, however, the Company shall be required to furnish to MLV no more than one of each such opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, any such counsel may furnish Xxxxx Fargo MLV with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo MLV may rely on a prior opinion delivered under this Section 7(p7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that the of first Securities are sold pursuant to the terms of this Agreement Issuance Notice and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than within three (3) Trading Days of (i) the Company’s filing of its annual report on Form 20-F under the Exchange Act and (ii) each Representation Date with respect to which filing by the Company of a report on Form 6-K under the Exchange Act containing financial information which is obligated to deliver a certificate in incorporated by reference into the form attached hereto as Exhibit E for which no waiver is applicableRegistration Statement and Prospectus (each of (i) and (ii), an “Opinion Representation Date”), the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of Xxxxxxxx & Xxxxx Fargo written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“U.S. Company Counsel”), ) and a written opinion of De Brauw Blackstone Westbroek N.V. (“Dutch Company Counsel”) or other counsel satisfactory to Xxxxx Fargothe Agent, in form and substance satisfactory to Xxxxx Fargo the Agent and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-24(m), subject to such assumptionsrespectively, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and each 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 Opinion Representation Dates, any such counsel may furnish Xxxxx Fargo the Agent with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo the Agent may rely on a prior opinion delivered under this Section 7(p4(m) 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 Opinion Representation Date). The requirement to provide the opinions under this Section 4(m) shall be waived for any Opinion Representation Date occurring at a time at which no Issuance Notice is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following an Opinion Representation Date when the Company relied on such waiver and did not provide the Agent with the opinions under this Section 4(m), then before the Company delivers the Issuance Notice or the Agent sells any Shares, the Company shall provide the Agent with the opinions, substantially similar to the forms attached hereto as Exhibit 4(m), dated the date of the Issuance Notice.

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo a Sales Agent as principal on a Settlement Date, as promptly as possible and in no event later than 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 E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo the Sales Agents, the Forward Sellers and the Forward Purchasers written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx Fargothe Sales Agents, the Forward Sellers and the Forward Purchasers, in form and substance satisfactory to Xxxxx Fargo the Sales Agents, the Forward Sellers and its the Forward Purchasers and their respective counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo the Sales Agents, the Forward Sellers and its the Forward Purchasers and their respective counsel, and 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 Xxxxx Fargo the Sales Agents, the Forward Sellers and the Forward Purchasers with a letter to the effect that Xxxxx Fargo the Sales Agents, the Forward Sellers and the Forward Purchasers 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).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement First Delivery Date and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than 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 E 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo a written opinions opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx Fenwick & West LLP (“Company Counsel”), a written opinion of Hyman, Phelps, & XxXxxxxx, PC (“Company Regulatory Counsel”), a written opinion of Seed IP Law Group PLLC (“Company IP Counsel”) and a written opinion of Xxxxxxxxx Ring (“Internal Counsel”), or other counsel counsels reasonably satisfactory to Xxxxx FargoXxxxx, in form forms agreed to between such counsels and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the each opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable form previously provided to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(p7(n) 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).

Legal Opinions. On or prior to the date that the first Securities are first sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three within five (35) Trading Days of after each Representation Date (excluding Representation Dates with regard to the time the Company files its quarterly reports on Form 10-Q) 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 Xxxxx Fargo the Placement Agent (i) a written opinions opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxx Frome Xxxxxxx LLP LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to Xxxxx Fargothe Placement Agent, in form and substance reasonably satisfactory to Xxxxx Fargo the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counselD, and modified(ii), as necessaryunless waived by the Placement Agent, to relate a written opinion of Xxxxxx LLP, counsel to the Registration Statement Placement Agent (“Counsel to the Placement Agent”), or other counsel reasonably satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Prospectus as then amended or supplementedPlacement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo the Placement Agent with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo the Placement Agent 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).

Legal Opinions. (1) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (32) within five (5) 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 E 7(l) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo MLV written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP Ledgewood, a professional corporation (“Company Counsel”), or other counsel satisfactory to Xxxxx FargoMLV, in form and substance satisfactory to Xxxxx Fargo MLV and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit 7(m)(i) and Exhibit 7(m)(ii), and, as to matters of Maryland law, Company Counsel may rely on Maryland counsel acceptable to MLV, and the Company shall cause to be furnished to MLV a written opinion of such Maryland counsel in form and substance satisfactory to MLV and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 and Exhibit D-27(m)(iii), subject to each such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and opinion modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and with customary assumptions and exceptions; provided, however, the Company shall be required to furnish to MLV no more than one of each such opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, any such counsel may furnish Xxxxx Fargo MLV with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo MLV may rely on a prior opinion delivered under this Section 7(p7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that the first Securities are first sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than within three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E G for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo the Placement Agent and the Alternative Agent (i) a written opinions opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP Manatt, Xxxxxx & Xxxxxxxx, LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to Xxxxx Fargothe Placement Agent, in form and substance reasonably satisfactory to Xxxxx Fargo the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counselD, and modified(ii), as necessaryunless waived by the Placement Agent, to relate a written opinion of Xxxxxx LLP, counsel to the Registration Statement Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Prospectus as then amended or supplementedPlacement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo the Placement Agent and the Alternative Agent with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo the Placement Agent and the Alternative Agent 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).

Legal Opinions. On or prior to the date that of the first Securities are sold pursuant Placement Notice given hereunder, the Partnership shall cause to be furnished to the terms Agents written opinions of this Agreement Xxxxxx & Xxxxxxx LLP (“Partnership Counsel”) and each time Securities are delivered a negative assurance letter of Xxxxxx & Xxxxxxx LLP, or other counsel reasonably satisfactory to Xxxxx Fargo the Agents, in the form attached hereto as principal on a Settlement DateExhibit 7(m)(i). On or prior to the date of the first Placement Notice given hereunder, the Partnership shall cause to be furnished to the Agents written opinions of Morris, Nichols, Arsht & Xxxxxxx LLP, or other counsel reasonably satisfactory to the Agents, in the form attached hereto as promptly as possible and in no event later than three Exhibit 7(m)(ii). Thereafter, within five (35) Trading Days of each Representation Date with respect to which the Company Partnership is obligated to deliver a certificate in the form attached hereto as Exhibit E 7(l) for which no waiver is applicable, and not more than once per calendar quarter, the Company Partnership shall cause to be furnished to Xxxxx Fargo the Agents a written opinions letter of Pillsbury Xxxxxxxx Xxxx Xxxxxx & Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory providing negative assurance with respect to Xxxxx Fargo, matters disclosed in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplementedof the Applicable Time; provided, however, that in lieu of such opinions negative assurance for subsequent Representation Datesperiodic filings under the Exchange Act, any such counsel Partnership Counsel may furnish Xxxxx Fargo the Agents with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo the Agents may rely on a prior opinion the negative assurance letter previously delivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that the first Securities are first sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than within three (3) Trading Days of after each Representation Date (excluding Representation Dates with regard to the time the Company files its quarterly reports on Form 10-Q if and only if the Company has consummated an underwritten public offering of Common Stock (the “Prior Underwritten Offering”) within 30 days prior or subsequent to the filing of such quarterly report on Form 10-Q and customary legal opinions for an underwritten offering were delivered to the underwriters in connection with such Prior Underwritten Offering) with respect to which the Company is obligated to deliver a certificate certificates in the form attached hereto as Exhibit E Exhibits E-1 and E-2 for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo BTIG written opinions of Pillsbury each of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxx LLP and Xxxxxxx LLP LLP, counsel to the Company and/or the Manager, as the case may be (“Company Blackstone Counsel”), or other counsel selected by the Company, in form and substance reasonably satisfactory to BTIG and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the form attached hereto as Xxxxxxxx X-0, X-0, X-0 and D-4 and (ii), unless waived by BTIG, a written opinion of Xxxx Xxxxxxxx LLP, counsel to BTIG (“Counsel to BTIG”), or other counsel satisfactory to Xxxxx FargoBTIG, in form and substance reasonably satisfactory to Xxxxx Fargo and its counselBTIG, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo BTIG with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo BTIG 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). In rendering their opinion as aforesaid, Counsel to BTIG may rely upon an opinion, dated the date such opinion is required to be delivered, of Xxxxxxx LLP, as to matters governed by Maryland law, or such other counsel satisfactory to BTIG.

Legal Opinions. On or prior to the date that the first Securities are sold Placement Notice is given pursuant to this Agreement, the terms Company shall cause to be furnished to BTIG the written opinions and negative assurance of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement DateSichenzia Xxxx Xxxxxxx LLP, as promptly primary outside corporate and securities counsel to the Company, or other counsel reasonably satisfactory to BTIG (“Company Counsel”), and the written opinions and negative assurance of Coastal Patent, as possible and outside intellectual property counsel to the Company, or other counsel reasonably satisfactory to BTIG (“Company IP Counsel”), in no event later than each case substantially in the forms previously agreed between the Parties. Thereafter, within three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to Xxxxx Fargo BTIG the written opinions and negative assurance of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”)Counsel and Company IP Counsel substantially in the form previously agreed between the Parties, or other counsel satisfactory to Xxxxx Fargo, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if Company Counsel and Company IP Counsel have previously furnished to BTIG such written opinions and negative assurance substantially in the form previously agreed between the Parties, Company Counsel and Company IP Counsel may, in respect of any future Representation Date, furnish BTIG with a letter (a “Reliance Letter”) in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo with a letter and negative assurance to the effect that Xxxxx Fargo BTIG may rely on a the prior opinion opinions and negative assurance of Company Counsel and Company IP Counsel, respectively, delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance 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 to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the first Securities Shares are sold pursuant to the terms of this Agreement, Credit Agricole shall have received the favorable opinion of Xxxxx Xxxx LLP, in form and substance satisfactory to Credit Agricole. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than 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 E 7(n) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo Credit Agricole a written opinions opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx FargoCredit Agricole, in form and substance satisfactory to Xxxxx Fargo Credit Agricole and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo Credit Agricole with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo Credit Agricole 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).

Legal Opinions. On or prior to the date that of the first Securities are sold pursuant Placement Notice given hereunder the Company shall cause to be furnished to the terms Agent customary written opinions and negative assurance letters of this Agreement (i) Xxxxxx Xxxxxx LLP, or other counsel reasonably satisfactory to the Agent (“Company Counsel”), and each time Securities are delivered (ii) Xxxxxx Xxxxxx LLP, or other counsel reasonably satisfactory to Xxxxx Fargo as principal on a Settlement Datethe Agent (“Company IP Counsel”). Thereafter, as promptly as possible and in no event later than three within five (35) 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 E 7(l) for which no waiver is applicable, and not more than once per calendar quarter, the Company shall cause to be furnished to Xxxxx Fargo the Agent a written opinions letter of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx Fargo, in form Counsel and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and modified, as necessary, to relate Company IP Counsel relating to the Registration Statement and the Prospectus as then amended or supplemented; providedprovided that, however, that in lieu of such opinions negative assurance for subsequent Representation Datesperiodic filings under the Exchange Act, any such each counsel may furnish Xxxxx Fargo the Agent with a letter (a “Reliance Letter ”) to the effect that Xxxxx Fargo the Agent may rely on a prior opinion the negative assurance letter previously delivered by such counsel under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such as of the date of the Reliance Letter). Also, on or prior to the date of the first Placement Notice given hereunder, and within five (5) Trading Days of each Representation Date)Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, and not more than once per calendar quarter, the Agent shall have received the written negative assurance letter of Xxxxxxxxxx Xxxxxxx LLP, counsel to the Agent, in form and substance reasonably satisfactory to the Agent.

Legal Opinions. On or prior to the First Placement Notice Date and on any date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than 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 E pursuant to Section 7(l) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo the Agent (i) the written opinions opinion and negative assurance letter of Pillsbury Xxxxxxxx Xxxx Xxxxxxxxx & Xxxxxxx LLP LLP, special counsel to the Company, or such other counsel satisfactory to the Agent (“Company Counsel”), or other counsel satisfactory to Xxxxx Fargo, in substantially the form and substance satisfactory to Xxxxx Fargo and its counselpreviously agreed, dated the date that the opinion is and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 opinion and negative assurance letter for subsequent Representation Dates, any such counsel Company Counsel may furnish Xxxxx Fargo the Agent with a letter to the effect that the Agent may rely on a prior opinion or negative assurance letter delivered by such counsel under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date and (ii) the written opinion of Xxxxxx Xxxxxxx Xxxxx Fargo LLP, Virginia counsel to the Company, or such other counsel satisfactory to the Agent (“Virginia Counsel”), in substantially the form previously agreed, dated the date that the opinion is required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinion for subsequent Representation Dates, Virginia Counsel may furnish the Agent with a letter to the effect that the Agent may rely on a prior opinion delivered by such counsel under this Section 7(p7(m) 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).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement First Delivery Date and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than 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 E 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo a written opinions opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (i) Xxxxx Xxxxx LLP, U.S. counsel for the Company (“U.S. Company Counsel”)) and (ii) Xxxxx Xxxxx International, LLP, counsel for the Company as to certain matters of English law (“UK Company Counsel”) or other counsel satisfactory to Xxxxx FargoXxxxx, in form and substance satisfactory to Xxxxx Fargo and its counselcounsel and subject to customary and appropriate assumptions and qualifications, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 7(n)(i) and Exhibit D-27(n)(ii), subject to such assumptionsrespectively, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(p7(n) 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). On each Settlement Date subsequent to the First Delivery Date, the Company shall cause to be furnished to Xxxxx a written opinion of UK Company Counsel or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated as of such Settlement Date, stating that, subject to customary and appropriate assumptions and qualifications, (i) the directors of the Company have been duly and validly authorized to allot the Ordinary Shares underlying the Placement Shares to be sold on such date and empowered pursuant to s570(1) of the UK Companies Xxx 0000 to allot those Ordinary Shares as if s561(1) of that Act did not apply to that allotment, (ii) upon receipt by the Company of the issue and sale proceeds of those Placement Shares and the names of the holder(s) of the relevant Ordinary Shares being entered in the register of members of the Company in respect of those Ordinary Shares, those Ordinary Shares (A) will be validly allotted, issued and fully paid such that the member(s) will have paid all amounts on account of the nominal value and share premium in respect of such shares and (B) will conform to the description of the Ordinary Shares under the heading “Description of Share Capital — Key Provisions of Our Articles of Association — Shares and Rights Attaching to Them” in the Prospectus, and (iii) the directors of the Company have approved the issue of the specific number of ADSs representing the specific number of Ordinary Shares underlying the Placement Shares to be sold on such date.

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement First Delivery Date and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than 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 E 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo (i) a written opinions opinion of Pillsbury Xxxxxxxx Xxxx Carter, DeLuca, Xxxxxxx & Xxxxxxx, LLP, intellectual property counsel for the Company, in form and substance satisfactory to Xxxxx and its counsel and (ii) a written opinion of Xxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx FargoXxxxx, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Company Counsel may furnish Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(p7(n)(ii) 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); provided that Company Counsel shall be required to furnish to Xxxxx no more than one Reliance Letter hereunder per fiscal quarter.

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement First Delivery Date and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three within two (32) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo (A) a written opinions opinion and negative assurance statement of Pillsbury Xxxxxxxx Xxxx Xxxxxx & Xxxxxxx LLP LLP, counsel for the Company (“Company Counsel”) and (B) a written opinion of in-house intellectual property counsel for the Company (“Company IP Counsel”), or other counsel reasonably satisfactory to Xxxxx FargoXxxxx, in form and substance reasonably satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and may be modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Xxxxx no more than one Company Counsel written opinion and negative assurance statement hereunder per calendar quarter and no more than one Company IP Counsel written opinion hereunder in a twelve-month period; provided, however, that in lieu of such opinions for subsequent Representation Bring-Down Dates, any such each counsel may furnish Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(p7(n) 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 Bring-Down Date).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement First Delivery Date and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than 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 E 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo a written opinions opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (i) Xxxxx Xxxxx LLP, U.S. counsel for the Company (“U.S. Company Counsel”)) and (ii) Xxxxx Xxxxx International, LLP, counsel for the Company as to certain matters of English law (“UK Company Counsel”) or other counsel satisfactory to Xxxxx FargoXxxxx, in form and substance satisfactory to Xxxxx Fargo and its counselcounsel and subject to customary and appropriate assumptions and qualifications, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 7(n)(i) and Exhibit D-27(n)(ii), subject to such assumptionsrespectively, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(p7(n) 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). On each Settlement Date subsequent to the First Delivery Date, the Company shall cause to be furnished to Xxxxx a written opinion of UK Company Counsel or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated as of such Settlement Date, stating that, subject to customary and appropriate assumptions and qualifications, (i) the directors of the Company have been duly and validly authorized to allot the Ordinary Shares underlying the Placement Shares to be sold on such date and empowered pursuant to s570(1) of the UK Companies Xxx 0000 to allot those Ordinary Shares as if s561(1) of that Act did not apply to that allotment, and (ii) upon receipt by the Company of the issue and sale proceeds of those Placement Shares and the names of the holder(s) of the relevant Ordinary Shares being entered in the register of members of the Company in respect of those Ordinary Shares, those Ordinary Shares will be validly allotted, issued and fully paid.

Legal Opinions. On or prior to the earlier of (i) the date that the first Securities are sold Placement Notice is given pursuant to the terms of this Agreement and each time Securities (ii) the date that Shares are delivered to Xxxxx Fargo BTIG as principal on a Settlement DateDate with respect to the first Principal Transaction pursuant to the first Terms Agreement and this Agreement, the Company shall cause to be furnished to BTIG the written opinions and negative assurance of Xxxxxx & Xxxxxx LLP, as promptly issuer's counsel to the Company, or other counsel reasonably satisfactory to BTIG ("Company Counsel"), and the written opinions of Xxx Xxxx, as possible corporate secretary to the Company, in each case substantially in the forms previously agreed between the Parties (collectively, the "Company Opinions"). Thereafter, each time Shares are delivered to BTIG as principal on a Settlement Date with respect to a Principal Transaction and in no event later than three (3) Trading Days of on each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E 7(n)(i) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“BTIG the Company Counsel”)Opinions, or other counsel satisfactory to Xxxxx Fargo, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if Company Counsel has previously furnished to BTIG such Company Opinions, Company Counsel and Xxx Xxxx, respectively, may, in respect of any future Representation Date, furnish BTIG with a letter (a "Reliance Letter") in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo with a letter Company Opinions to the effect that Xxxxx Fargo BTIG may rely on a the prior opinion Company Opinions delivered under pursuant to this Section 7(p7(o) to the same extent as if it each were dated the date of such letter Reliance Letter (except that statements in such prior opinion Company Opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the first Securities are first sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than within three (3) Trading Days of after each 10-K Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E F for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo the Placement Agents (i) a written opinions opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”)Xxxxxxx Street LLP, corporate counsel to the Company, or other counsel satisfactory to Xxxxx Fargothe Placement Agents, in form and substance reasonably satisfactory to Xxxxx Fargo the Placement Agents and its their counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 D-1, (ii) a written opinion of Holland & Knight LLP, special regulatory counsel to the Company, or other counsel satisfactory to the Placement Agents, in form and Exhibit D-2, subject substance reasonably satisfactory to such assumptions, exceptions the Placement Agents and qualifications reasonably acceptable to Xxxxx Fargo and its their counsel, and modifieddated the date that the opinion is required to be delivered, as necessary, to relate substantially similar to the Registration Statement form attached hereto as Exhibit D-2 and (iii) a written opinion of Sidley Austin LLP, special tax counsel to the Prospectus Company, or other counsel satisfactory to the Placement Agents, in form and substance reasonably satisfactory to the Placement Agents and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as then amended or supplementedExhibit E; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo the Placement Agents with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo the Placement Agents 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).

Legal Opinions. (1) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (32) within five 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 E 8(l) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo MLV written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP Ledgewood, a professional corporation (“Company Counsel”), or other counsel satisfactory to Xxxxx FargoMLV, in form and substance satisfactory to Xxxxx Fargo MLV and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit 8(m)(i) and Exhibit 8(m)(ii), and, as to matters of Maryland law, Company Counsel may rely on Maryland counsel acceptable to MLV, and the Company shall cause to be furnished to MLV a written opinion of such Maryland counsel in form and substance satisfactory to MLV and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 and Exhibit D-28(m)(iii), subject to each such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and opinion modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and with customary assumptions and exceptions; provided, however, the Company shall be required to furnish to MLV no more than one of each such opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, any such counsel may furnish Xxxxx Fargo MLV with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo MLV may rely on a prior opinion delivered under this Section 7(p8(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement DateAgreement, as promptly as possible and in no event later than 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 E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx Fargo written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxx & Xxxxxxx LLP LLP, Xxxxxxx, Xxxxxx & Xxxxx, P.C. and Sirote & Permutt, P.C. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxx FargoXxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 D-1, Exhibit D-2 and Exhibit D-2D-3, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 xxxxxxx Xxxxxxx Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx Fargo 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).

Legal Opinions. On or prior to the date that the first Securities Shares are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement DateAgreement, as promptly as possible and in no event later than within three (3) 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 Sales Agent, the Forward Seller and the Forward Purchaser shall have received the favorable opinion of Xxxxx Xxxx Xxxxxxxx Xxxxxxx LLP in form and substance reasonably satisfactory to the Sales Agent, the Forward Seller and the Forward Purchaser. Additionally, on or prior to the date that the first Shares are sold pursuant to the terms of this Agreement, within three (3) 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 Xxxxx Fargo the Sales Agent, the Forward Seller and the Forward Purchaser the written opinions opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx Fargo, in form and substance reasonably satisfactory to Xxxxx Fargo the Sales Agent, the Forward Seller and its the Forward Purchaser and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo the Sales Agent, the Forward Seller and the Forward Purchaser with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo the Sales Agent, the Forward Seller and the Forward Purchaser may rely on a prior opinion delivered under this Section 7(p8(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).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant Placement Notice is given hereunder, the Company shall cause to be furnished to the terms Sales Agent the written opinion and negative assurance of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement DateXxxxxxxxx Xxxx Xxxxxxx Carmel LLP, as promptly as possible counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”), in each case substantially in the forms previously agreed between the Company and in no event later than the Sales Agent. Thereafter, within three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to Xxxxx Fargo the Sales Agent the written opinions and negative assurance of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx Fargo, SEC Counsel substantially in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 previously agreed between the Company and Exhibit D-2the Sales Agent, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if SEC Counsel has previously furnished to the Sales Agent such written opinions and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then SEC Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinions for subsequent Representation Dates, any and negative assurance of such counsel may furnish Xxxxx Fargo with a letter (as applicable) to the effect that Xxxxx Fargo the Sales Agent may rely on a the prior opinion opinions and negative assurance of such counsel (as applicable) delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion opinions and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the first Securities are first sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three within two (32) Trading Days of after each Representation Date (excluding Representation Dates with regard to the time the Company files its quarterly reports on Form 10-Q) 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 the Placement Agent (i) a written opinion of Xxxxx Fargo written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP Xxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to Xxxxx Fargothe Placement Agent, in form and substance reasonably satisfactory to Xxxxx Fargo the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counselD, and modified(ii), as necessaryunless waived by the Placement Agent, to relate a written opinion of Xxxxxxx Procter LLP, counsel to the Registration Statement Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Prospectus as then amended or supplementedPlacement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo the Placement Agent with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo the Placement Agent 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).

Legal Opinions. On or prior to the date that the first Securities are first sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than within three (3) Trading Days of after each Representation Date (excluding Representation Dates with regard to the time the Company files its quarterly reports on Form 10-Q if and only if the Company has consummated an underwritten public offering of Common Stock (the “Prior Underwritten Offering”) within 30 days prior or subsequent to the filing of such quarterly report on Form 10-Q and customary legal opinions for an underwritten offering were delivered to the underwriters in connection with such Prior Underwritten Offering) with respect to which the Company is obligated to deliver a certificate certificates in the form attached hereto as Exhibit E Exhibits E-1 and E-2 for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo KBW written opinions of Pillsbury each of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxx LLP and Xxxxxxx LLP LLP, counsel to the Company and/or the Manager, as the case may be (“Company Blackstone Counsel”), or other counsel selected by the Company, in form and substance reasonably satisfactory to KBW and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the form attached hereto as Xxxxxxxx X-0, X-0, X-0 and D-4 and (ii), unless waived by KBW, a written opinion of Xxxx Xxxxxxxx LLP, counsel to KBW (“Counsel to KBW”), or other counsel satisfactory to Xxxxx FargoKBW, in form and substance reasonably satisfactory to Xxxxx Fargo and its counselKBW, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo KBW with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo KBW 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). In rendering their opinion as aforesaid, Counsel to KBW may rely upon an opinion, dated the date such opinion is required to be delivered, of Xxxxxxx LLP, as to matters governed by Maryland law, or such other counsel satisfactory to KBW.

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement DateAgreement, as promptly as possible and in no event later than 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 E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo Wachovia written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxx & Xxxxxxx LLP L.L.P., Xxxxxxx, Xxxxxx & Xxxxx, P.C. and Sirote & Permutt, P.C. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxx FargoWachovia, in form and substance satisfactory to Xxxxx Fargo Wachovia and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 D-1, Exhibit D-2 and Exhibit D-2D-3, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo Wachovia with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo Wachovia 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).

Legal Opinions. On or prior to the date that the first Placement Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement DateAgreement, as promptly as possible and in no event later than three any Confirmation or any Terms Agreement, within two (32) 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 E for which no waiver is applicableapplicable or then in effect, the Company shall cause to be furnished to Xxxxx Fargo the Sales Agents and Forward Purchasers written opinions of Pillsbury Xxxxxxxx Xxxx (i) Xxxxxx & Xxxxxxx LLP LLP, corporate and tax counsel to the Company and (ii) Xxxxxxx LLP, Maryland counsel for the Company, or other counsel satisfactory to the Sales Agents and Forward Purchasers (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxx Fargo, in form and substance reasonably satisfactory to Xxxxx Fargo the Sales Agents, Forward Purchasers and its counseltheir respective counsels, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 and D-1, Exhibit D-2, subject to such assumptionsand Exhibit D-3, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo the Sales Agents and Forward Purchasers with a letter to the effect that Xxxxx Fargo the Sales Agents and Forward Purchasers 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).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement First Delivery Date and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three within two (32) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo Cowen (A) a written opinions opinion and negative assurance statement of Pillsbury Xxxxxxxx Xxxx Xxxxxx & Xxxxxxx LLP LLP, counsel for the Company (“Company Counsel”) and (B) a written opinion of in-house intellectual property counsel for the Company (“Company IP Counsel”), or other counsel reasonably satisfactory to Xxxxx FargoCowen, in form and substance reasonably satisfactory to Xxxxx Fargo Cowen and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and may be modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Cowen no more than one Company Counsel written opinion and negative assurance statement hereunder per calendar quarter and no more than one Company IP Counsel written opinion hereunder in a twelve-month period; provided, however, that in lieu of such opinions for subsequent Representation Bring-Down Dates, any such each counsel may furnish Xxxxx Fargo Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo Cowen may rely on a prior opinion delivered under this Section 7(p7(n) 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 Bring-Down Date).

Legal Opinions. On or prior to the date that the first Securities are sold Placement Notice is given pursuant to this Agreement, the terms Company shall cause to be furnished to BTIG the written opinions and negative assurance of this Agreement Mxxxxxxx & Fxxxxxxx LLP, U.S. counsel to the Company, and Yxxxx Xxxxx & Co., Israeli counsel to the Company, or other counsel reasonably satisfactory to BTIG (together, “Company Counsel”), in each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Datecase substantially in the forms previously agreed between the Parties. Thereafter, as promptly as possible and in no event later than within three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to Xxxxx Fargo BTIG the written opinions and negative assurance of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”)Counsel substantially in the form previously agreed between the Parties, or other counsel satisfactory to Xxxxx Fargo, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if Company Counsel has previously furnished to BTIG such written opinions and negative assurance substantially in the form previously agreed between the Parties, Company Counsel may, in respect of any future Representation Date, furnish BTIG with a letter (a “Reliance Letter”) in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo with a letter and negative assurance to the effect that Xxxxx Fargo BTIG may rely on a the prior opinion opinions and negative assurance of Company Counsel delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance 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 to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the first Securities Shares are sold pursuant to the terms of this Agreement and Agreement, each time Securities Common Shares are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible Date and in no event later than 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 E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxx Fargo, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 and Exhibit D-2D, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(p8(q) 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).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than 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 E F for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo Securities the written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxx & Xxxxxxx LLP and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxx FargoFargo Securities, in form and substance satisfactory to Xxxxx Fargo Securities and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 Exhibits E-1, E-2, E-3 and Exhibit D-2E-4, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo Securities with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo Securities may rely on a prior opinion delivered under this Section 7(p‎7(q) 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).

Legal Opinions. On or prior to the date that the first Securities are first sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than within three (3) Trading Days of 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, the Company shall cause to be furnished to Xxxxx Fargo the Placement Agents (i) a written opinions opinion and negative assurance letter of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP Xxxxxx LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel reasonably satisfactory to Xxxxx Fargothe Placement Agents, in form and substance reasonably satisfactory to Xxxxx Fargo the Placement Agents and its their counsel, dated the date that the opinion is required to be delivered, substantially similar in form and substance satisfactory to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counselPlacement Agent, and modified(ii), as necessaryunless waived by the Placement Agents, to relate a written opinion of Xxxxx Xxxxxx LLP, counsel to the Registration Statement Placement Agents (“Counsel to the Placement Agents”), or other counsel reasonably satisfactory to the Placement Agents, in form and substance reasonably satisfactory to the Prospectus as then amended or supplementedPlacement Agents, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo the Placement Agents with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo the Placement Agents may rely on a prior opinion and negative assurance letter 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 and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinions. (1) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and Agreement, each time the Securities are delivered to Xxxxxxx Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than 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 E F-1 and Exhibit F-2 for which no waiver is applicableapplicable and on each Catch-up Date, the Company shall cause to be furnished to Xxxxxxx Xxxxx Fargo a written opinions opinion of Pillsbury Xxxxxxxx Xxxx (1) Xxxxxxx Xxxxxxxxxxx & Mugel, LLP, counsel for the Company and (2) DLA Piper LLP (US), special Maryland counsel to the Company (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxx FargoXxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 E-1 and Exhibit D-2E-2, subject with respect to such assumptionsXxxxxxx Xxxxxxxxxxx & Mugel, exceptions LLP and qualifications reasonably acceptable Exhibit E-3, with respect to Xxxxx Fargo and its counselthe opinion of DLA Piper LLP (US), and 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 xxxxxxx Xxxxxxx Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx Fargo 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).

Legal Opinions. On or prior to the date that the first Securities Units are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date thereafter with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E 7(o) for which no waiver is applicable, (i) the Company shall cause to be furnished to Mizuho Securities a written opinion of Xxxxxxx Xxxxx Fargo written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”), ) or other counsel satisfactory to Xxxxx FargoMizuho Securities, in form and substance reasonably satisfactory to Xxxxx Fargo Mizuho Securities and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 and Exhibit D-27(o), subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented and (ii) Xxxxxx & Xxxxxx, L.L.P., counsel to Mizuho Securities, shall deliver to Mizuho Securities a written opinion in form and substance reasonably satisfactory to Mizuho Securities, dated the date that the opinions are required to be delivered; provided, however, that in lieu of such opinions opinion for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo Mizuho Securities with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo Mizuho Securities 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).

Legal Opinions. On or prior to the date that the first Securities are first sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three within two (32) Trading Days of after each Representation Date (excluding Representation Dates with regard to the time the Company files its quarterly reports on Form 10-Q) 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, the Company shall cause to be furnished to Xxxxx Fargo the Placement Agent (i) a written opinions opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP Hxxxx Lovells US LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to Xxxxx Fargothe Placement Agent, in form and substance reasonably satisfactory to Xxxxx Fargo the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar and (ii), unless waived by the Placement Agent, a written opinion of Gxxxxxx Procter LLP, counsel to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and modified, as necessary, to relate Placement Agent (“Counsel to the Registration Statement Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Prospectus as then amended or supplementedPlacement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo the Placement Agent with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo the Placement Agent 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).

Legal Opinions. On or prior to the date that the first Securities are first sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than within three (3) Trading Days of after each Representation Date (excluding Representation Dates with regard to the time the Company files its quarterly reports on Form 10-Q if and only if the Company has consummated an underwritten public offering of Common Stock (the “Prior Underwritten Offering”) within 30 days prior or subsequent to the filing of such quarterly report on Form 10-Q and customary legal opinions for an underwritten offering were delivered to the underwriters in connection with such Prior Underwritten Offering) with respect to which the Company is obligated to deliver a certificate certificates in the form attached hereto as Exhibit E Exhibits E-1 and E-2 for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo Citigroup written opinions of Pillsbury each of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxx LLP and Xxxxxxx LLP LLP, counsel to the Company and/or the Manager, as the case may be (“Company Blackstone Counsel”), or other counsel selected by the Company, in form and substance reasonably satisfactory to Citigroup and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the form attached hereto as Xxxxxxxx X-0, X-0, X-0 and D-4 and (ii), unless waived by Citigroup, a written opinion of Xxxx Xxxxxxxx LLP, counsel to Citigroup (“Counsel to Citigroup”), or other counsel satisfactory to Xxxxx FargoCitigroup, in form and substance reasonably satisfactory to Xxxxx Fargo and its counselCitigroup, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo Citigroup with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo Citigroup 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). In rendering their opinion as aforesaid, Counsel to Citigroup may rely upon an opinion, dated the date such opinion is required to be delivered, of Xxxxxxx LLP, as to matters governed by Maryland law, or such other counsel satisfactory to Citigroup.

Legal Opinions. On or prior to the date that the first Securities are sold Placement Notice is given pursuant to this Agreement, the terms Company shall cause to be furnished to BTIG the written opinion of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date& Xxxxxxxxx LLP, as promptly as possible and issuer’s counsel to the Company, or other counsel reasonably satisfactory to BTIG (“Company Counsel”), substantially in no event later than the form previously agreed between the Parties. Thereafter, within three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), the Company shall cause to be furnished to Xxxxx Fargo BTIG the written opinions opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”)Counsel substantially in the form previously agreed between the Parties, or other counsel satisfactory to Xxxxx Fargo, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if Company Counsel has previously furnished to BTIG such written opinion substantially in the form previously agreed between the Parties, Company Counsel may, in respect of any future Representation Date, furnish BTIG with a letter (a “Reliance Letter”) in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo with a letter opinion to the effect that Xxxxx Fargo BTIG may rely on a prior opinion of Company Counsel delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance 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 to the date of such Representation DateReliance Letter).

Legal Opinions. 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 in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the first Securities are sold pursuant opinion is required to be delivered, substantially similar to the terms of this Agreement form attached hereto as Exhibit 7(n)(i) and each time Securities are delivered Exhibit 7(n)(ii), respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, the Company shall not be required to furnish to Xxxxx Fargo as principal more than one opinion of Company Counsel hereunder per calendar quarter, unless there is a material change in circumstance that, in Xxxxx’x reasonable judgment, would necessitate an additional opinion of Company Counsel; provided, further, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a Settlement prior opinion delivered under this Section 7(n) 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). In addition, as promptly as possible on or prior to the First Delivery Date and in no event later than 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 E 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo a written opinions opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP Xxxxx & Associates LLC (“Company IP Counsel”), or other counsel satisfactory to Xxxxx FargoXxxxx, in form and substance reasonably satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 and Exhibit D-27(n)(iii), subject to such assumptionsrespectively, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, howeverthe Company shall not be required to furnish to Xxxxx more than one opinion of Company IP Counsel hereunder per calendar quarter, unless there is a material change in circumstance that, in Xxxxx’x reasonable judgment, would necessitate an additional opinion of Company IP Counsel; provided, further, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo with a letter Reliance Letter to the effect that Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(p7(n) 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).

Legal Opinions. On or prior to the earlier of (i) the date that the first Securities are sold Placement Notice is given pursuant to the terms of this Agreement and each time Securities (ii) Shares are delivered to Xxxxx Fargo BTIG as principal on a Settlement DateDate with respect to the first Principal Transaction pursuant to the first Terms Agreement and this Agreement, the Company shall cause to be furnished to BTIG the written opinions and negative assurance of Lxxxxxxxxx Xxxxxxx LLP, as promptly issuer’s counsel to the Company, or other counsel reasonably satisfactory to BTIG (“Company Counsel”), substantially in the form previously agreed between the Parties. Thereafter, each time Shares are delivered to BTIG as possible principal on a Settlement Date with respect to a Principal Transaction and in no event later than three within two (32) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to Xxxxx Fargo BTIG the written opinions and negative assurance of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”)Counsel substantially in the form previously agreed between the Parties, or other counsel satisfactory to Xxxxx Fargo, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if Company Counsel has previously furnished to BTIG such written opinions and negative assurance substantially in the form previously agreed between the Parties, Company Counsel may, in respect of any future Representation Date, furnish BTIG with a letter (a “Reliance Letter”) in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo with a letter and negative assurance to the effect that Xxxxx Fargo BTIG may rely on a the prior opinion opinions and negative assurance of Company Counsel delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance 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 to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that of the first Securities are sold pursuant Issuance Notice and on or prior to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Triggering Event Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E pursuant to Section 4(o) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to Xxxxx Fargo the Agent (1) a negative assurances letter and the written opinions legal opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxx & Xxxxxxx LLP LLP, counsel to the Company (“Company Counsel”), or other and (2) the written legal opinions of Xxxxx, Xxxxx, Xxxx, Xxxxxx, Glovsky and Xxxxx, P.C. and Xxxxxxx GPM LLP, intellectual property counsel satisfactory to Xxxxx Fargothe Company (each, a “Company IP Counsel”), each dated the date of delivery, in form and substance reasonably satisfactory to Xxxxx Fargo the Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject form previously provided to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo the Agent and its counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that the Company shall be required to furnish no more than one written legal opinion and negative assurance letter of Company Counsel per filing of an annual report on Form 10-K or quarterly report on Form 10-Q; provided further, however, that the Company shall be required to furnish no more than one written legal opinion of each Company IP Counsel hereunder in a twelve-month period and that the first such legal opinions of Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C. and Xxxxxxx GPM LLP were furnished before the date of this Agreement on October 27, 2023. In lieu of such opinions for subsequent Representation Datesperiodic filings, any in the discretion of the Agent, the Company may furnish a reliance letter from such counsel may furnish Xxxxx Fargo with a letter to the effect that Xxxxx Fargo may Agent, permitting the Agent to rely on a prior previously delivered opinion delivered under this Section 7(p) to the same extent letter and negative assurances letter, modified as if it were dated the date appropriate for any passage of such letter time or Triggering Event Date (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 Triggering Event Date).

Legal Opinions. On or prior to the date that of the first Securities are sold pursuant Issuance Notice and on or prior to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Triggering Event Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E pursuant to Section 4(o) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to Xxxxx Fargo the Agent (1) a negative assurances letter and the written opinions legal opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxx & Xxxxxxx LLP LLP, counsel to the Company (“Company Counsel”), or other and (2) the written legal opinions of Xxxxx, Xxxxx, Xxxx, Xxxxxx, Glovsky and Xxxxx, P.C. and Xxxxxxx GPM LLP, intellectual property counsel satisfactory to Xxxxx Fargothe Company (each, a “Company IP Counsel”), each dated the date of delivery, in form and substance reasonably satisfactory to Xxxxx Fargo the Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject form previously provided to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo the Agent and its counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that the Company shall be required to furnish no more than one written legal opinion and negative assurance letter of Company Counsel per filing of an annual report on Form 10-K or quarterly report on Form 10-Q; provided further, however, that the Company shall be required to furnish no more than one written legal opinion of each Company IP Counsel hereunder in a twelve-month period and that the first such legal opinions of Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C. and Xxxxxxx GPM LLP were furnished before the date of this Agreement on April 27, 2023. In lieu of such opinions for subsequent Representation Datesperiodic filings, any in the discretion of the Agent, the Company may furnish a reliance letter from such counsel may furnish Xxxxx Fargo with a letter to the effect that Xxxxx Fargo may Agent, permitting the Agent to rely on a prior previously delivered opinion delivered under this Section 7(p) to the same extent letter and negative assurances letter, modified as if it were dated the date appropriate for any passage of such letter time or Triggering Event Date (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 Triggering Event Date).

Legal Opinions. (1) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and Agreement, each time the Securities are delivered to Xxxxx Fargo X.X. Xxxxxx as principal on a Settlement Date, as promptly as possible and in no event later than 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 E F-1 and Exhibit F-2 for which no waiver is applicableapplicable and on each Catch-up Date, the Company shall cause to be furnished to Xxxxx Fargo X.X. Xxxxxx a written opinions opinion of Pillsbury Xxxxxxxx Xxxx (1) Xxxxxxx Xxxxxxxxxxx & Mugel, LLP, counsel for the Company and (2) DLA Piper LLP (US), special Maryland counsel to the Company (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxx FargoX.X. Xxxxxx, in form and substance satisfactory to Xxxxx Fargo X.X. Xxxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 E-1 and Exhibit D-2E-2, subject with respect to such assumptionsXxxxxxx Xxxxxxxxxxx & Mugel, exceptions LLP and qualifications reasonably acceptable Exhibit E-3, with respect to Xxxxx Fargo and its counselthe opinion of DLA Piper LLP (US), and 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 Xxxxx Fargo X.X. Xxxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo X.X. Xxxxxx 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).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement First Delivery Date and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three within two (32) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo Cowen (A) a written opinions opinion and negative assurance statement of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP Lxxxxx & Wxxxxxx LLP, counsel for the Company (“Company Counsel”) and (B) a written opinion of in-house intellectual property counsel for the Company (“Company IP Counsel”), or other counsel reasonably satisfactory to Xxxxx FargoCowen, in form and substance reasonably satisfactory to Xxxxx Fargo Cowen and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and may be modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Cowen no more than one Company Counsel written opinion and negative assurance statement hereunder per calendar quarter and no more than one Company IP Counsel written opinion hereunder in a twelve-month period; provided, however, that in lieu of such opinions for subsequent Representation Bring-Down Dates, any such each counsel may furnish Xxxxx Fargo Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo Cowen may rely on a prior opinion delivered under this Section 7(p7(n) 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 Bring-Down Date).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement DateAgreement, as promptly as possible and in no event later than 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 E F for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo Securities written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx Xxxxx Lovells US LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx FargoFargo Securities, in form and substance satisfactory to Xxxxx Fargo Securities and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2E, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo Securities with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo Securities 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).

Legal Opinions. On or prior (1) Prior to the date that of the first Securities are sold pursuant to the terms of this Agreement Placement Notice and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (32) within five (5) 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 E 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to Xxxxx Fargo the Agent written opinions of Pillsbury Sichenzia Xxxx Xxxxxxxx Xxxx Xxxxxxx LLP LLP, DLA Piper Australia and Xxxxxx Xxxxx Xxxxx Patent and Trademark Attorneys (“Company Counsel”), or other counsel counsels satisfactory to Xxxxx Fargothe Agent, in form and substance satisfactory to Xxxxx Fargo Agent and its counsel, dated with the date that the written opinion is required to be delivered, provided by Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP to be substantially similar to the forms form attached hereto as Exhibit D-1 and Exhibit D-27(m), subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion per counsel hereunder per calendar quarter and the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, any such counsel may furnish Xxxxx Fargo the Agent with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo the Agent may rely on a prior opinion delivered under this Section 7(p7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than 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 E F for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo Securities the written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxx & Xxxxxxx LLP and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxx FargoFargo Securities, in form and substance satisfactory to Xxxxx Fargo Securities and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 and Exhibit D-2Exhibits E-1, subject to such assumptionsE-2, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counselE-3, and E-4, 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 Xxxxx Fargo Securities with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo Securities 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).

Legal Opinions. On or prior to (1) Within five Trading Days of the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (32) within five 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 E 8(l) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo MLV written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP Ledgewood, a professional corporation (“Company Counsel”), or other counsel satisfactory to Xxxxx FargoMLV, in form and substance satisfactory to Xxxxx Fargo MLV and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit 8(m)(i) and Exhibit 8(m)(ii), and, as to matters of Maryland law, Company Counsel may rely on Maryland counsel acceptable to MLV, and the Company shall cause to be furnished to MLV a written opinion of such Maryland counsel in form and substance satisfactory to MLV and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 and Exhibit D-28(m)(iii), subject to each such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and opinion modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and with customary assumptions and exceptions; provided, however, the Company shall be required to furnish to MLV no more than one of each such opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, any such counsel may furnish Xxxxx Fargo MLV with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo MLV may rely on a prior opinion delivered under this Section 7(p8(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement First Delivery Date and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than 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 E 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo a written opinions opinion of Pillsbury Xxxxxx Xxxxxxx Xxxxxxxx Xxxx Xxxxxxx LLP & Xxxxxx, P.C. (“Company Counsel”), or other counsel satisfactory to Xxxxx FargoXxxxx, in form and substance reasonably satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 and Exhibit D-27(n)(i), subject to such assumptionsrespectively, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(p7(n) 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). In addition, on or prior to the First Delivery Date 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(m) for which no waiver is applicable, the Company shall cause to be furnished to Cowen a written opinion of XxXxxxxxx Will & Xxxxx LLP (“Company IP Counsel”), or other counsel satisfactory to Cowen, in form and substance reasonably satisfactory to Cowen and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n)(ii), 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 Cowen with a Reliance Letter to the effect that Cowen may rely on a prior opinion delivered under this Section 7(n) 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).

Legal Opinions. On or prior to the date that the first Securities are first sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than within three (3) Trading Days of after each Representation Date (excluding Representation Dates with regard to the time the Company files its quarterly reports on Form 10-Q) 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, the Company shall cause to be furnished to Xxxxx Fargo the Placement Agent (i) a written opinions opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP K&L Gates LLP, corporate counsel to the Company (“Company Corporate Counsel”), or other counsel satisfactory to Xxxxx Fargothe Placement Agent, in form and substance reasonably satisfactory to Xxxxx Fargo the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar in form and substance reasonably satisfactory to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo Placement Agent and its counsel, and modified(ii), as necessaryunless waived by the Placement Agent, to relate a written opinion of Xxxxxx, LLP, counsel to the Registration Statement Placement Agent (“Counsel to the Placement Agent”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Prospectus as then amended or supplementedPlacement Agent, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo the Placement Agent with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo the Placement Agent 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).

Legal Opinions. On or prior to the date that of the first Securities are sold pursuant Placement Notice given hereunder the Company shall cause to be furnished to the terms Distribution Agents (i) written opinions and negative assurances of this Agreement Xxxxxxxx Xxxxxx Xxxxxxx & Hampton LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Distribution Agents, in the form attached hereto as Exhibit 7(m)(i) and each time Securities are delivered (ii) written opinions of Xxxxx & Xxxxx (“Special Company Counsel”), special counsel to Xxxxx Fargo the Company, in the form attached hereto as principal on a Settlement DateExhibit 7(m)(ii). Thereafter, as promptly as possible and in no event later than three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E 7(l) for which no waiver is applicable, applicable (but in any event prior to the next succeeding Applicable Date) the Company shall cause to be furnished to Xxxxx Fargo the Distribution Agents the written opinions opinion and negative assurances of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx Fargo, Counsel in the form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 7(m)(i) and the written opinion of Special Company Counsel in the form attached hereto as Exhibit D-27(m)(ii), subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and each modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; providedprovided that, however, that in lieu of such opinions or negative assurance for subsequent Representation Datesperiodic filings under the Exchange Act, any such counsel may furnish Xxxxx Fargo the Distribution Agents with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo the Distribution Agents may rely on a prior opinion the opinions and/or negative assurance letters previously delivered under this Section 7(p7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement Agreement, and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than 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 E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo Securities a written opinions opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (i) Xxxxxx & Xxxxxx LLP, counsel for the Company (“Company Counsel”), and (ii) NautaDutilh N.V., Dutch counsel for the Company (“Dutch Counsel”), or other counsel satisfactory to Xxxxx FargoFargo Securities, in form and substance satisfactory to Xxxxx Fargo Securities and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptionsrespectively, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo Securities with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo Securities 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).

Legal Opinions. On or prior to the earlier of (i) the date that the first Securities are sold Placement Notice is given pursuant to the terms of this Agreement and each time Securities (ii) Shares are delivered to Xxxxx Fargo the Designated Agent as principal on a Settlement DateDate with respect to the first Principal Transaction pursuant to the first Terms Agreement and this Agreement, the Company shall cause to be furnished to the Agents the written opinions and negative assurance of Eversheds Xxxxxxxxxx (US) LLP as promptly issuer’s counsel to the Company, or other counsel reasonably satisfactory to the Agents (“Company Counsel”), substantially in the forms previously agreed between the Parties and set forth in Exhibit 7(m) attached hereto. Thereafter, each time Shares are delivered to the Designated Agent as possible principal on a Settlement Date with respect to a Principal Transaction and in no event later than within three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E 7(l) for which no waiver is applicableapplicable pursuant to Section 7(l), and not more than once per calendar quarter, the Company shall cause to be furnished to Xxxxx Fargo the Agents the written opinions and negative assurance of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”)Counsel substantially in the form previously agreed between the Parties, or other counsel satisfactory to Xxxxx Fargo, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if Company Counsel has previously furnished to the Agents such written opinions and negative assurance substantially in the form previously agreed between the Parties, Company Counsel may, in respect of any future Representation Date, furnish the Agents with a letter (a “Reliance Letter”) in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo with a letter and negative assurance to the effect that Xxxxx Fargo the Agents may rely on a the prior opinion opinions and negative assurance of Company Counsel delivered under pursuant to this Section 7(p7(m) to the same extent as if it were dated the date of such letter Reliance 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 to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement First Delivery Date and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than 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 E 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo a written opinions opinion of Pillsbury Xxxxxx Xxxxxxx Xxxxxxxx Xxxx Xxxxxxx LLP & Xxxxxx, P.C. (“Company Counsel”), or other counsel satisfactory to Xxxxx FargoXxxxx, in form and substance reasonably satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 7(n)(i) 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 Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(p7(n) 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). In addition, on or prior to the First Delivery Date 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(m) for which no waiver is applicable, the Company shall cause to be furnished to Cowen a written opinion of Xxxx Xxxxxxxx LLP (“Company IP Counsel”), or other counsel satisfactory to Cowen, in form and substance reasonably satisfactory to Cowen and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit 7(n)(ii), 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 Cowen with a Reliance Letter to the effect that Cowen may rely on a prior opinion delivered under this Section 7(n) 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).

Legal Opinions. On or prior to the earlier of (i) the date that the first Securities are sold Placement Notice is given pursuant to the terms of this Agreement and each time Securities (ii) Shares are delivered to Xxxxx Fargo BTIG as principal on a Settlement DateDate with respect to the first Principal Transaction pursuant to the first Terms Agreement and this Agreement, the Company shall cause to be furnished to BTIG the written opinions and negative assurance of Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, as promptly issuer’s counsel to the Company, or other counsel reasonably satisfactory to BTIG (“Company Counsel”), substantially in the form previously agreed between the Parties. Thereafter, each time Shares are delivered to BTIG as possible principal on a Settlement Date with respect to a Principal Transaction and in no event later than within three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to Xxxxx Fargo BTIG the written opinions and negative assurance of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”)Counsel substantially in the form previously agreed between the Parties, or other counsel satisfactory to Xxxxx Fargo, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if Company Counsel has previously furnished to BTIG such written opinions and negative assurance substantially in the form previously agreed between the Parties, Company Counsel may, in respect of any future Representation Date, furnish BTIG with a letter (a “Reliance Letter”) in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo with a letter and negative assurance to the effect that Xxxxx Fargo BTIG may rely on a the prior opinion opinions and negative assurance of Company Counsel delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance 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 to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement First Delivery Date and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than 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 E 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo a written opinions opinion of Pillsbury Xxxxxxxx Xxxx each of Xxxxxx, Xxxxx & Xxxxxxx LLP (“Company Counsel”), or Xxxxx Lovells LLP and Xxxxx Lovells International LLP, special regulatory counsel for the Company (“Regulatory Counsel”), Xxxxxxx Square IP Strategies, LLC, special intellectual property counsel for the Company (“Patent Counsel”), Lando & Xxxxxxxx, LLP, special intellectual property counsel for the Company (“IP Counsel”), or, in each case, other counsel satisfactory to Xxxxx FargoXxxxx, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 and 7(n)(i) through Exhibit D-27(n)(iv), subject to such assumptionsrespectively, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 each counsel may furnish Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(p7(n) 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).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Dateand, as promptly as possible and in no event later than 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 E F for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo Securities written opinions of Pillsbury Xxxxxxxx Bass, Xxxxx & Xxxx PLC and Xxxxxxx LLP (together, “Company Counsel”), or other counsel satisfactory to Xxxxx FargoFargo Securities, in form and substance satisfactory to Xxxxx Fargo Securities and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 E‑1, Exhibit E‑2 and Exhibit D-2E‑3, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo Securities with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo Securities 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).

Legal Opinions. On or prior to the date that the first Securities are first sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than within three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E F for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo the Placement Agent (i) a written opinions opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”)Xxxxxxx Street LLP, corporate counsel to the Company, or other counsel satisfactory to Xxxxx Fargothe Placement Agent, in form and substance reasonably satisfactory to Xxxxx Fargo the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 D-1, (ii) a written opinion of Holland & Knight LLP, special regulatory counsel to the Company, or other counsel satisfactory to the Placement Agent, in form and Exhibit D-2, subject substance reasonably satisfactory to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo the Placement Agent and its counsel, and modifieddated the date that the opinion is required to be delivered, as necessary, to relate substantially similar to the Registration Statement form attached hereto as Exhibit D-2 and (iii) a written opinion of Sidley Austin LLP, special tax counsel to the Prospectus Company, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as then amended or supplementedExhibit E; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo the Placement Agent with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo the Placement Agent 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).

Legal Opinions. (1) On or prior to the date that of the first Securities are sold pursuant Placement Notice the Company shall cause to be furnished to the terms of this Agreement Agents a written opinion in form and each time Securities are delivered substance reasonably satisfactory to Xxxxx Fargo as principal on Agents and its counsel of: (i) Gracin & Mxxxxx LLP (“Company Counsel”), (ii) special Nevada counsel to the Company, (iii) special patent counsel to the Company, and (iv) special regulatory counsel to the Company, and (2) unless a Settlement DateSuspension is in effect, as promptly as possible and in no event later than three within five (35) 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 E pursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to Xxxxx Fargo the Agents a written opinions opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx Fargo, in a form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2opinion delivered on or prior to the date of the first Placement Notice, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion from Company Counsel hereunder per calendar quarter and the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, any such counsel may furnish Xxxxx Fargo the Agents with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo the Agents may rely on a prior opinion delivered under this Section 7(p7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinions. (1) On or prior to the date that delivery of the first Securities are sold pursuant to the terms of this Agreement Placement Notice, and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (32) within ten (10) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E 7(l) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo BRFBR written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx each of Blake, Cxxxxxx & Gxxxxxx LLP, Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP and, with respect to intellectual property and regulatory matters, the Company’s internal counsel (collectively, “Company Counsel”), or other counsel reasonably satisfactory to Xxxxx FargoBRFBR, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required BRFBR shall cause to be deliveredfurnished to them, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2written opinions of their U.S. Counsel, subject to such assumptionsDxxxx Xxxxxx LLP, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and or its counsel, and successor (“Agents’ Counsel”) modified, as necessary, to relate to the Registration Statement Statement, the U.S. Prospectus and the Prospectus Canadian Prospectus, as applicable, as then amended or supplemented; provided, however, the Company shall be required to furnish to BRFBR no more than one opinion per calendar quarter from each Company Counsel; provided, further, that in lieu of such opinions for subsequent Representation DatesDates after the date hereof, any such counsel Company Counsel may furnish Xxxxx Fargo BRFBR with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo BRFBR may rely on a prior opinion delivered under this Section 7(p7(m) 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 Statement, the U.S. Prospectus and the Prospectus Canadian Prospectus, as applicable, as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinions. (1) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and Agreement, each time the Securities are delivered to Xxxxx Fargo Securities as principal on a Settlement Date, as promptly as possible and in no event later than 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 E F-1 and Exhibit F-2 for which no waiver is applicableapplicable and on each Catch-up Date, the Company shall cause to be furnished to Xxxxx Fargo Securities a written opinions opinion of Pillsbury Xxxxxxxx Xxxx (1) Xxxxxxx Xxxxxxxxxxx & Mugel, LLP, counsel for the Company and (2) DLA Piper LLP (US), special Maryland counsel to the Company (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxx FargoFargo Securities, in form and substance satisfactory to Xxxxx Fargo Securities and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 E-1 and Exhibit D-2E-2, subject with respect to such assumptionsXxxxxxx Xxxxxxxxxxx & Mugel, exceptions LLP and qualifications reasonably acceptable Exhibit E-3, with respect to Xxxxx Fargo and its counselthe opinion of DLA Piper LLP (US), and 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 Xxxxx Fargo Securities with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo Securities 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).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement DateAgreement, as promptly as possible and in no event later than three within two (32) 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 E F for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo Securities written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx Xxxxx Lovells US LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx FargoFargo Securities, in form and substance satisfactory to Xxxxx Fargo Securities and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2E, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo Securities with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo Securities 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).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement DateAgreement, as promptly as possible and in no event later than 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 E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo Securities written opinions of Pillsbury (i) Xxxxxxxx Xxxx Xxxxxxx Chance US LLP and (ii) the general counsel to the Company (together, “Company Counsel”), or other counsel satisfactory to Xxxxx FargoFargo Securities, in form and substance reasonably satisfactory to Xxxxx Fargo Securities and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 X-0, X-0 and Exhibit D-2D-3, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo Securities with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo Securities 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).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement First Delivery Date and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three within two (32) 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 E 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo (A) a written opinions opinion and negative assurance statement of Pillsbury Xxxxxxxx Xxxx Xxxxxx & Xxxxxxx LLP LLP, counsel for the Company (“Company Counsel”) and (B) a written opinion of in-house intellectual property counsel for the Company (“Company IP Counsel”), or other counsel reasonably satisfactory to Xxxxx FargoXxxxx, in form and substance reasonably satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and may be modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Xxxxx no more than one Company Counsel written opinion and negative assurance statement hereunder per calendar quarter and no more than one Company IP Counsel written opinion hereunder in a twelve-month period; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such each counsel may furnish Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo may rely on a prior opinion delivered under this Section 7(p7(n) 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).

Legal Opinions. On or prior to the First Placement Notice Date and on any date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than 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 E pursuant to Section 7(l) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo the Agent (i) the written opinions opinion and negative assurance letter of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP Xxxxxxxxx & Burlington LLP, special counsel to the Company, or such other counsel satisfactory to the Agent (“Company Counsel”), or other counsel satisfactory to Xxxxx Fargo, in substantially the form and substance satisfactory to Xxxxx Fargo and its counselpreviously agreed, dated the date that the opinion is and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 opinion and negative assurance letter for subsequent Representation Dates, any such counsel Company Counsel may furnish Xxxxx Fargo the Agent with a letter to the effect that the Agent may rely on a prior opinion or negative assurance letter delivered by such counsel under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date and (ii) the written opinion of Hunton Xxxxxxx Xxxxx Fargo LLP, Virginia counsel to the Company, or such other counsel satisfactory to the Agent (“Virginia Counsel”), in substantially the form previously agreed, dated the date that the opinion is required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinion for subsequent Representation Dates, Virginia Counsel may furnish the Agent with a letter to the effect that the Agent may rely on a prior opinion delivered by such counsel under this Section 7(p7(m) 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).

Legal Opinions. On or prior to the earlier of (i) the date that the first Securities are sold Placement Notice is given pursuant to the terms of this Agreement and each time Securities (ii) Shares are delivered to Xxxxx Fargo BTIG as principal on a Settlement DateDate with respect to the first Principal Transaction pursuant to the first Terms Agreement and this Agreement, the Company shall cause to be furnished to BTIG the written opinions and negative assurance of Cxxxxx LLP, as promptly issuer’s counsel to the Company (“Company Counsel”), substantially in the forms previously agreed between the Parties. Thereafter, each time Shares are delivered to BTIG as possible principal on a Settlement Date with respect to a Principal Transaction and in no event later than within three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to Xxxxx Fargo BTIG the written opinions and negative assurance of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”)Counsel substantially in the form previously agreed between the Parties, or other counsel satisfactory to Xxxxx Fargo, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if Company Counsel has previously furnished to BTIG such written opinions substantially in the form previously agreed between the Parties, Company Counsel may, in respect of any future Representation Date, furnish BTIG with a letter (a “Reliance Letter”) in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo with a letter to the effect that Xxxxx Fargo BTIG may rely on a the prior opinion opinions of Company Counsel delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance 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 to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the first Securities are sold Placement Notice is given pursuant to this Agreement, the terms Company shall cause to be furnished to BTIG the written opinions and negative assurance of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement DateFenwick & West LLP, as promptly as possible and issuer’s counsel to the Company, or other counsel reasonably satisfactory to BTIG (“Company Counsel”), substantially in no event later than the form previously agreed between the Parties. Thereafter, within three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to Xxxxx Fargo BTIG the written opinions and negative assurance of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”)Counsel substantially in the form previously agreed between the Parties, or other counsel satisfactory to Xxxxx Fargo, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if Company Counsel has previously furnished to BTIG such written opinions and negative assurance substantially in the form previously agreed between the Parties, Company Counsel may, in respect of any future Representation Date, furnish BTIG with a letter (a “Reliance Letter”) in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish Xxxxx Fargo with a letter and negative assurance to the effect that Xxxxx Fargo BTIG may rely on a the prior opinion opinions and negative assurance of Company Counsel delivered under pursuant to this Section 7(p7(n) to the same extent as if it were dated the date of such letter Reliance 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 to the date of such Representation DateReliance Letter).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement First Delivery Date and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than within three (3) Trading Days of each Representation Bring-Down Date or date of Placement Notice with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E accordance with Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Cowen (i) a written opinion and negative assurance letter, as applicable, of Xxxxxx Xxxxxxxx Xxxxx Fargo written opinions of Pillsbury & Xxxxxxxx Xxxx Xxxxxxx LLP LLP, as the U.S. counsel for the Company (“U.S. Company Counsel”), or other (ii) a written opinion of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx (Hong Kong), as the Hong Kong counsel satisfactory to Xxxxx Fargofor the Company (“Hong Kong Counsel”), (iii) a written opinion of Xxxxxx and Calder (Hong Kong) LLP, Cayman Islands counsel for the Company (“Cayman Counsel”), and (iv) a written opinion of Xxxx Xxxx Law Firm, PRC counsel for the Company (“PRC Counsel”), in form and substance reasonably satisfactory to Xxxxx Fargo Cowen and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and modified, as necessary, to relate to the Registration Statement, the ADS Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Bring-Down Dates, any such each counsel may furnish Xxxxx Fargo Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo Cowen may rely on a prior opinion delivered under this Section 7(p7(n) 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, the ADS Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinions. (1) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (32) within five 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 E 7(l) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo MLV written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP Ledgewood, a professional corporation (“Company Counsel”), or other counsel satisfactory to Xxxxx FargoMLV, in form and substance satisfactory to Xxxxx Fargo MLV and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit 7(m)(i) and Exhibit 7(m)(ii), and, as to matters of Maryland law, Company Counsel may rely on Maryland counsel acceptable to MLV, and the Company shall cause to be furnished to MLV a written opinion of such Maryland counsel in form and substance satisfactory to MLV and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 and Exhibit D-27(m)(iii), subject to each such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and opinion modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and with customary assumptions and exceptions; provided, however, the Company shall be required to furnish to MLV no more than one of each such opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, any such counsel may furnish Xxxxx Fargo MLV with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo MLV may rely on a prior opinion delivered under this Section 7(p7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement DateAgreement, as promptly as possible and in no event later than 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 E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxx & Xxxxxxx LLP LLP, Xxxxxxx, Xxxxxx & Xxxxx, P.C. and Sirote & Permutt, P.C. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxx Fargo, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 D-1, Exhibit D-2 and Exhibit D-2D-3, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo 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).

Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement First Delivery Date and each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Cowen a written opinion of (i) Mxxxx Xxxxx Fargo written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP LLP, U.S. counsel for the Company (“U.S. Company Counsel”)) and (ii) Mxxxx Xxxxx International, LLP, counsel for the Company as to certain matters of English law (“UK Company Counsel”) or other counsel satisfactory to Xxxxx FargoCowen, in form and substance satisfactory to Xxxxx Fargo Cowen and its counselcounsel and subject to customary and appropriate assumptions and qualifications, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 7(n)(i) and Exhibit D-27(n)(ii), subject to such assumptionsrespectively, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 Bring-Down Dates, any such counsel U.S. Company Counsel and UK Company Counsel may furnish Xxxxx Fargo Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo Cowen may rely on a prior opinion delivered under this Section 7(p7(n) 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 Bring-Down Date). On each Settlement Date subsequent to the First Delivery Date, the Company shall cause to be furnished to Cowen a written opinion of UK Company Counsel or other counsel satisfactory to Cowen, in form and substance reasonably satisfactory to Cowen and its counsel, dated as of such Settlement Date, stating that, subject to customary and appropriate assumptions and qualifications, (i) the directors of the Company have been duly and validly authorized to allot the Ordinary Shares underlying the Placement Shares to be sold on such date and empowered pursuant to s570(1) of the UK Companies Axx 0000 to allot those Ordinary Shares as if s561(1) of that Act did not apply to that allotment, (ii) upon receipt by the Company of the issue and sale proceeds of those Placement Shares and the names of the holder(s) of the relevant Ordinary Shares being entered in the register of members of the Company in respect of those Ordinary Shares, those Ordinary Shares (A) will be validly allotted, issued and fully paid such that the member(s) will have paid all amounts on account of the nominal value and share premium in respect of such shares and (B) will conform to the description of the Ordinary Shares under the heading “Description of Share Capital — Description of Ordinary Shares” in the Prospectus, and (iii) the directors of the Company have approved the issue of the specific number of ADSs representing the specific number of Ordinary Shares underlying the Placement Shares to be sold on such date. With respect to any Principal Transaction pursuant to a Terms Agreement, the Company shall cause to be furnished to Cowen on the Principal Settlement Date a written opinion of UK Company Counsel or other counsel satisfactory to Cowen, in form and substance reasonably satisfactory to Cowen and its counsel dated as of the Principal Settlement Date.

Legal Opinions. On or prior to the date that First Delivery Date, the first Securities are sold pursuant Company shall cause to the terms of this Agreement and each time Securities are delivered be furnished to Xxxxx Fargo as principal on (i) a Settlement Datewritten opinion of Xxxxxx LLP (“Company Counsel”) and a “negative assurances letter” of Company Counsel, as promptly as possible or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel and (ii) a written opinion of Carter, DeLuca, Xxxxxxx & Xxxxxxx, LLP, intellectual property counsel for the Company, in no event later than form and substance satisfactory to Xxxxx and its counsel. Within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Fargo written opinions a negative assurance letter of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx FargoXxxxx, in form and substance satisfactory to Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to Xxxxx Fargo and its counsel, and 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 negative assurance letters for subsequent Representation Bring-Down Dates, any such counsel Company Counsel may furnish Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo may rely on a prior opinion negative assurance letter delivered under this Section 7(p7(n)(ii) 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 Bring-Down Date); provided that Company Counsel shall be required to furnish to Xxxxx no more than one Reliance Letter hereunder per fiscal quarter.