Common use of Negative Assurances Clause in Contracts

Negative Assurances. The opinion of Xxxxx, Xxxxxxxx shall further include a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, the Underwriter and the independent registered public accounting firm of the Company, at which conferences the contents of the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus contained therein, solely on the basis of the foregoing without independent check and verification, no facts have come to the attention of such counsel which lead them to believe that: (a) the Registration Statement or any amendment thereto, at the time the Registration Statement or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading. Xxxxx, Xxxxxxxx shall express no view and shall not be deemed to have rendered an opinion with respect to the financial statements, schedules, and related notes thereto or other financial or statistical data or accounting information or matters regarding non-United States laws, rules and regulations included or incorporated by reference in, or omitted from, the Registration Statement and the Prospectus.

Negative Assurances. The opinion During the course of Xxxxxthe preparation of the Registration Statement, Xxxxxxxx shall further include a statement to the effect that such counsel has Prospectus and the Disclosure Package, I participated in conferences with officers and other representatives of the Company, the Underwriter including certain of its executive, financial, and the accounting officers, representatives of its independent registered public accounting firm accountants, and representatives of the CompanyUnderwriter, including the Underwriter’s counsel, at which conferences the contents of the Registration Statement Statement, the Prospectus and the Prospectus contained therein Disclosure Package and related matters were discussed and, although such counsel is not passing upon discussed. I advise you that in and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus contained therein, solely on the basis of my review of the foregoing without independent check Registration Statement, the Prospectus and verificationthe Disclosure Package and my participation in their preparation, no facts have nothing has come to the my attention of such counsel which lead them that causes me to believe that: (a) that the Registration Statement or any amendment theretoStatement, at the time the Registration Statement or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (b) that the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) the Prospectus was issued, at the time any such amendment or supplement was issued or at the date Initial Time of such counsel’s opinionSale, contained included or includes an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statement statements therein, in the light of the circumstances under which they were made, not misleading. XxxxxAlso, Xxxxxxxx shall express no view and shall not be deemed nothing has come to have rendered an my attention that causes me to believe, based upon the procedures described in this opinion with respect to letter, that either the financial statements, schedules, and related notes thereto or other financial or statistical data or accounting information or matters regarding non-United States laws, rules and regulations included or incorporated by reference in, or omitted fromRegistration Statement, the Registration Statement Prospectus and the ProspectusDisclosure Package, as of the Initial Time of Sale and Closing Date, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Negative Assurances. The opinion In giving their opinions required by subsections (b)(1), (b)(2) and (b)(3), respectively, of Xxxxxthis Section, Xxxxxxxx Sidley Austin LLP, Xxxxxx & Xxxxxxx LLP and Xx. Xxxxxxxxx shall further include a statement to the effect each additionally state that such counsel nothing has participated in conferences with officers and other representatives of the Company, the Underwriter and the independent registered public accounting firm of the Company, at which conferences the contents of the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus contained therein, solely on the basis of the foregoing without independent check and verification, no facts have come to the their attention of such counsel which lead that has caused them to believe that: that (ai) the Registration Statement (except for financial statements and supporting schedules and other financial data included or any amendment theretoincorporated by reference therein or omitted therefrom, as to which counsel need make no statement), at the time it became effective or at the Registration Statement or amendment became effectivedate of this Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, (bii) the Prospectus (except for financial statements and supporting schedules and other financial data included or any amendment incorporated by reference therein or supplement theretoomitted therefrom, at the time they were filed pursuant as to Rule 424(b) or at which counsel need make no statement), as of the date of such counsel’s opinionthe prospectus supplement included in the Prospectus or at Closing Time, contained included or includes an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statement statements therein, in the light of the circumstances under which they were made, not misleading. Xxxxx, Xxxxxxxx shall express no view or (iii) the General Disclosure Package (except for financial statements and shall not be deemed to have rendered an opinion with respect to the financial statements, schedules, supporting schedules and related notes thereto or other financial or statistical data or accounting information or matters regarding non-United States laws, rules and regulations included or incorporated by reference in, therein or omitted fromtherefrom, as to which counsel need make no statement), as of the Registration Statement and Applicable Time, included an untrue statement of a material fact or omitted to state any material fact necessary in order to make the Prospectusstatements therein, in the light of circumstances under which they were made, not misleading. With respect to statements contained in the General Disclosure Package, any statement contained in any of the constituent documents shall be deemed to be modified or superseded to the extent that any information contained in subsequent constituent documents modifies or replaces such statement.

Negative Assurances. The opinion During the course of Xxxxxthe preparation of the Registration Statement, Xxxxxxxx shall further include a statement to the effect that such counsel has Prospectus and the Disclosure Package, we participated in conferences with officers and other representatives of the Company, the Underwriter including certain of its executive, financial, and the accounting officers, its general counsel, representatives of its independent registered public accounting firm accountants, and representatives of the CompanyUnderwriter, including the Underwriter’s counsel, at which conferences the contents of the Registration Statement Statement, the Prospectus and the Prospectus contained therein Disclosure Package and related matters were discussed anddiscussed. Except as set forth in the opinions in paragraphs (vii) and (xii) above, although such counsel is not passing upon we assume the correctness and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained information included in the Registration Statement Statement, the Prospectus and the Prospectus contained thereinDisclosure Package, solely and we have made no independent investigation or verification of that information. We advise you, however, that in and on the basis of our review of the foregoing without independent check Registration Statement, the Prospectus and verificationthe Disclosure Package and our participation in their preparation, no facts have nothing has come to the our attention of such counsel which lead them that causes us to believe that: (a) that the Registration Statement or any amendment theretoStatement, at the time the Registration Statement or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (b) that the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) the Prospectus was issued, at the time any such amendment or supplement was issued or at the date Initial Time of such counsel’s opinionSale, contained included or includes an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statement statements therein, in the light of the circumstances under which they were made, not misleading. XxxxxAlso, Xxxxxxxx shall express no view and shall not be deemed nothing has come to have rendered an our attention that causes us to believe, based upon the procedures described in this opinion with respect to letter, that either the financial statements, schedules, and related notes thereto or other financial or statistical data or accounting information or matters regarding non-United States laws, rules and regulations included or incorporated by reference in, or omitted fromRegistration Statement, the Registration Statement Prospectus and the Prospectus.Disclosure Package, as of the Initial Time of Sale and Closing Date, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. EXHIBIT B

Negative Assurances. The opinion During the course of Xxxxxthe preparation of the Registration Statement, Xxxxxxxx shall further include a statement to the effect that such counsel has Prospectus and the Disclosure Package, I participated in conferences with officers and other representatives of the Company, the Underwriter including certain of its executive, financial, and the accounting officers, representatives of its independent registered public accounting firm accountants, and representatives of the CompanyUnderwriter, including the Underwriter's counsel, at which conferences the contents of the Registration Statement Statement, the Prospectus and the Prospectus contained therein Disclosure Package and related matters were discussed and, although such counsel is not passing upon discussed. I advise you that in and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus contained therein, solely on the basis of my review of the foregoing without independent check Registration Statement, the Prospectus and verificationthe Disclosure Package and my participation in their preparation, no facts have nothing has come to the my attention of such counsel which lead them that causes me to believe that: that (ai) the Registration Statement or any amendment theretoStatement, at the time the Registration Statement or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, (bii) the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) date of the Prospectus or at such amendment and as of the date of such counsel’s opinionhereof, contained included or includes an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statement statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Disclosure Package, as of the Initial Time of Sale, contained an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Xxxxx, Xxxxxxxx shall express no view and shall not be deemed to have rendered an opinion with respect to the financial statements, schedules, and related notes thereto or other financial or statistical data or accounting information or matters regarding non-United States laws, rules and regulations included or incorporated by reference in, or omitted from, the Registration Statement and the Prospectus.

Negative Assurances. The opinion During the course of Xxxxxthe preparation of the Registration Statement, Xxxxxxxx shall further include a statement to the effect that such counsel has Prospectus and the Disclosure Package, we participated in conferences with officers and other representatives of the Company, the Underwriter including certain of its executive, financial, and the accounting officers, its general counsel, representatives of its independent registered public accounting firm accountants, and representatives of the CompanyUnderwriter, including the Underwriter’s counsel, at which conferences the contents of the Registration Statement Statement, the Prospectus and the Prospectus contained therein Disclosure Package and related matters were discussed anddiscussed. Except as set forth in the opinions in paragraphs (ii), although such counsel is not passing upon (iii), (iv), (ix), (x), (xi) and does not (xii) above, we assume any responsibility for the accuracy, correctness and completeness or fairness of the statements contained information included in the Registration Statement Statement, the Prospectus and the Prospectus contained thereinDisclosure Package, solely and we have made no independent investigation or verification of that information. We advise you, however, that in and on the basis of our review of the foregoing without independent check Registration Statement, the Prospectus and verificationthe Disclosure Package and our participation in their preparation, no facts have nothing has come to the our attention of such counsel which lead them that causes us to believe that: (a) that the Registration Statement or any amendment theretoStatement, at the time the Registration Statement or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (b) that the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) the Prospectus was issued, at the time any such amendment or supplement was issued or at the date Initial Time of such counsel’s opinionSale, contained included or includes an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statement statements therein, in the light of the circumstances under which they were made, not misleading. XxxxxAlso, Xxxxxxxx shall express no view and shall not be deemed nothing has come to have rendered an our attention that causes us to believe, based upon the procedures described in this opinion with respect to letter, that either the financial statements, schedules, and related notes thereto or other financial or statistical data or accounting information or matters regarding non-United States laws, rules and regulations included or incorporated by reference in, or omitted fromRegistration Statement, the Registration Statement Prospectus and the Prospectus.Disclosure Package, as of the Initial Time of Sale and Closing Date, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. EXHIBIT B

Negative Assurances. The opinion During the course of Xxxxxthe preparation of the Registration Statement, Xxxxxxxx shall further include a statement to the effect that such counsel has Prospectus and the Disclosure Package, I participated in conferences with officers and other representatives of the Company, the Underwriter including certain of its executive, financial, and the accounting officers, representatives of its independent registered public accounting firm accountants, and representatives of the CompanyUnderwriters, including the Underwriter’s counsel, at which conferences the contents of the Registration Statement Statement, the Prospectus and the Prospectus contained therein Disclosure Package and related matters were discussed and, although such counsel is not passing upon discussed. I advise you that in and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus contained therein, solely on the basis of my review of the foregoing without independent check Registration Statement, the Prospectus and verificationthe Disclosure Package and my participation in their preparation, no facts have nothing has come to the my attention of such counsel which lead them that causes me to believe that: that (ai) the Registration Statement or any amendment theretoStatement, at the time the Registration Statement or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, (bii) the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) date of the Prospectus or at such amendment and as of the date of such counsel’s opinionhereof, contained included or includes an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statement statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Disclosure Package, as of the Initial Time of Sale, contained an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Xxxxx, Xxxxxxxx shall express no view and shall not be deemed to have rendered an opinion with respect to the financial statements, schedules, and related notes thereto or other financial or statistical data or accounting information or matters regarding non-United States laws, rules and regulations included or incorporated by reference in, or omitted from, the Registration Statement and the Prospectus.

Negative Assurances. The opinion During the course of Xxxxxthe preparation of the Registration Statement, Xxxxxxxx shall further include a statement to the effect that such counsel has Prospectus and the Disclosure Package, I participated in conferences with officers and other representatives of the Company, the Underwriter including certain of its executive, financial, and the accounting officers, representatives of its independent registered public accounting firm accountants, and representatives of the CompanyUnderwriter, including the Underwriter’s counsel, at which conferences the contents of the Registration Statement Statement, the Prospectus and the Prospectus contained therein Disclosure Package and related matters were discussed and, although such counsel is not passing upon discussed. I advise you that in and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus contained therein, solely on the basis of my review of the foregoing without independent check Registration Statement, the Prospectus and verificationthe Disclosure Package and my participation in their preparation, no facts have nothing has come to the my attention of such counsel which lead them that causes me to believe that: (a) that the Registration Statement or any amendment theretoStatement, at the time the Registration Statement or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (b) that the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) the Prospectus was issued, at the time any such amendment or supplement was issued or at the date Initial Time of such counsel’s opinionSale, contained included or includes an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statement statements therein, in the light of the circumstances under which they were made, not misleading. XxxxxAlso, Xxxxxxxx shall express no view and shall not be deemed nothing has come to have rendered an my attention that causes me to believe, based upon the procedures described in this opinion with respect to letter, that either the financial statements, schedules, and related notes thereto or other financial or statistical data or accounting information or matters regarding non-United States laws, rules and regulations included or incorporated by reference in, or omitted fromRegistration Statement, the Registration Statement Prospectus and the Prospectus.Disclosure Package, as of the Initial Time of Sale and Closing Date, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. EXHIBIT C XXXXXXX XXXXX OPINION