Common use of Subsequent Delivery of Legal Opinions Clause in Contracts

Subsequent Delivery of Legal Opinions. Upon the written request of any Agent within 45 days of the Company’s filing with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K incorporated by reference into the Prospectus and the Time of Sale Prospectus, and otherwise only (i) as required in connection with a sale pursuant to Section 4(a) or (ii) at such times as may be reasonably requested by an Agent following the occurrence of any event that such Agent reasonably considers to be material adverse change to the business, prospects, properties, financial position or results of operations of the Company taken as a whole, the Company shall furnish or cause to be furnished forthwith, and in any case promptly upon request, to the relevant Agents and to counsel to the Agents the written opinions of counsel to the Company, dated the date of filing with the Commission of such document, the date of such sale or the date requested by such Agent, as applicable, to the effect of the opinions and statements referred to in Sections 6(a) and 6(b) and in form and substance reasonably satisfactory to the relevant Agents, which opinions may include such reductions or limitations as shall be reasonably satisfactory to the relevant Agents, and shall be modified, as necessary, to relate to the Registration Statement and the Prospectus and the Time of Sale Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of such opinion, counsel last furnishing such opinion to the relevant Agents may furnish the relevant Agents with a letter substantially to the effect that the relevant Agents may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus and the Time of Sale Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

Subsequent Delivery of Legal Opinions. Upon Each time (i) the written request of any Agent within 45 days of the Company’s filing Corporation files with the Commission of SEC any Annual Report on Form 10-K; (ii) if required by the Agents, the Corporation files with the SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K incorporated (iii) if required by reference into the Agents, the Registration Statement or the Prospectus and the Time of Sale Prospectus, and otherwise only has been amended or supplemented (i) as required in connection with a sale pursuant to Section 4(a) or (ii) at such times as may be reasonably requested other than by an Agent following the occurrence of any event that such Agent reasonably considers to be material adverse change to the businessamendment or supplement providing solely for interest rates, prospects, properties, financial position maturity dates or results of operations other terms of the Company taken as a wholeNotes or similar changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes), the Company Corporation shall furnish or cause to be furnished forthwith, and in any case promptly upon request, forthwith to the relevant Agents and to counsel to the Agents the written opinions of Xxxxx Mulliss & Wicker, PLLC, counsel to the CompanyCorporation, and the General Counsel of the Corporation (or such other attorney, reasonably acceptable to counsel to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Corporation) dated the date of filing with the Commission SEC of such document, supplement or document or the date of effectiveness of such sale or the date requested by such Agentamendment, as applicablethe case may be, to the effect of the opinions and statements referred to in Sections 6(a) and 6(b) and in form and substance reasonably satisfactory to the relevant Agents, which of the same tenor as the opinions may include such reductions or limitations as shall be reasonably satisfactory referred to the relevant Agentsin Section 4(b)(1) hereof, and shall be but modified, as necessary, to relate to the Registration Statement and the Prospectus and the Time of Sale Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of such opinionopinions, counsel last furnishing such opinion opinions to the relevant Agents may shall furnish the relevant Agents with a letter substantially to the effect that the relevant Agents may rely on such last opinion to the same extent as though it were was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus and the Time of Sale Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

Subsequent Delivery of Legal Opinions. Upon Each time (i) the written request of any Agent within 45 days of the Company’s filing Corporation files with the Commission of SEC any Annual Report on Form 10-K; (ii) if required by the Agents, the Corporation files with the SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K incorporated (iii) if required by reference into the Agents, the Registration Statement or the Prospectus and the Time of Sale Prospectus, and otherwise only has been amended or supplemented (i) as required in connection with a sale pursuant to Section 4(a) or (ii) at such times as may be reasonably requested other than by an Agent following the occurrence of any event that such Agent reasonably considers to be material adverse change to the businessamendment or supplement providing solely for interest rates, prospects, properties, financial position maturity dates or results of operations other terms of the Company taken as a wholeNotes or similar changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes), the Company Corporation shall furnish or cause to be furnished forthwith, and in any case promptly upon request, forthwith to the relevant Agents and to counsel to the Agents the written opinions of Xxxxx Xxxxxxx & Xxxxxx, PLLC, counsel to the CompanyCorporation, and Xxxx X. Xxxxxxx, General Counsel to the Corporation (or such other attorney, reasonably acceptable to counsel to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Corporation) dated the date of filing with the Commission SEC of such document, supplement or document or the date of effectiveness of such sale or the date requested by such Agentamendment, as applicablethe case may be, to the effect of the opinions and statements referred to in Sections 6(a) and 6(b) and in form and substance reasonably satisfactory to the relevant Agents, which of the same tenor as the opinions may include such reductions or limitations as shall be reasonably satisfactory referred to the relevant Agentsin Section 4(b)(1) hereof, and shall be but modified, as necessary, to relate to the Registration Statement and the Prospectus and the Time of Sale Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of such opinionopinions, counsel last furnishing such opinion opinions to the relevant Agents may shall furnish the relevant Agents with a letter substantially to the effect that the relevant Agents may rely on such last opinion to the same extent as though it were was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus and the Time of Sale Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

Subsequent Delivery of Legal Opinions. Upon Each time that (i) the written request of any Agent within 45 days Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the determination of the Company’s variable terms of the Notes or relating solely to the offering of securities other than the Notes), including an amendment effected by the filing with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K a document incorporated by reference into the Registration Statement or Prospectus other than the filing of a current report on Form 8-K containing only information responsive to item 5 thereof (and the Time of Sale Prospectus, and otherwise only (i) as required in connection with a sale including any exhibits listed under item 7 thereto relating to information provided pursuant to Section 4(a) such item 5 and any such exhibit attached to such report), or (ii) at such times as may be reasonably requested by an Agent following the occurrence of any event that such Agent reasonably considers to be material adverse change to the business, prospects, properties, financial position or results of operations of the Company taken sells Notes to one or more Agents as a wholeprincipal, the Company shall furnish or cause to be furnished forthwith, and in any case promptly upon request, forthwith to the relevant Agents Agent(s) and to counsel to the Agents the written opinions opinion of senior in-house counsel to the Company, or other counsel reasonably satisfactory to the Agent(s), dated the date of filing with the Commission or the date of effectiveness of such documentamendment or supplement, as applicable, or the date of such sale or the date requested by such Agentsale, as applicablethe case may be, to the effect of the opinions and statements referred to in Sections 6(a) and 6(b) and in form and substance reasonably satisfactory to the relevant AgentsAgent(s), which of the same tenor as the opinions may include such reductions or limitations as shall be reasonably satisfactory referred to in Section 5(b)(1) hereof (including the relevant Agentsform of both Exhibits B-1 and B-2), and shall be but modified, as necessary, to relate to the Registration Statement and the Prospectus and the Time of Sale Prospectus as amended and supplemented to the time of delivery of such opinion opinions or, in lieu of such opinionopinions, counsel last furnishing each such opinion to the relevant Agents may shall furnish the relevant Agents Agent(s) with a letter substantially to the effect that the relevant Agents Agent(s) may rely on such last opinion to the same extent as though it were was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus and the Time of Sale Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).; provided, however, that the Company shall so furnish or cause to be furnished an opinion of Skadxxx, Xxps, Slate, Meagxxx xxx Flom XXX or other counsel reasonably satisfactory to the Agent(s) each year with respect to the Company's filing of its Annual Report on Form 10-K, dated the date of the filing of such report with the Commission, in form and substance reasonably satisfactory to the Agent(s), of the same tenor as the opinion referred to in Section 5(b)(1) with respect to Exhibit B-1, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; provided, further, that in the case of an amendment or supplement referred to in clause (i) above, if the Company shall in good faith determine that it does not intend to be in the market during the three months after the date of filing of any such amendment or supplement, the Company may deliver to the Agents a notice, which shall be dated the date of delivery thereof to the Agents, to such effect, in which event the obligation of the Company pursuant to clause (i) above with respect to such amendment or supplement shall be deemed suspended until the earlier of (x) such time as the Company so notifies the Agents that it wishes to re-enter the market and (y) the next such amendment or supplement of the Prospectus or Registration Statement (provided that this clause (y) shall not prevent the Company from