Common use of Company Counsel Legal Opinions Clause in Contracts

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) 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 F for which no waiver is applicable, the Company shall cause to be furnished to the Manager written opinions of Xxxxxx & Xxxxxxx LLP and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the Manager, in form and substance reasonably satisfactory to the Manager and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1, Exhibit E-2 and Exhibit E-3, 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 the Manager with a letter (a “Reliance Letter”) to the effect that the Manager 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 such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms Upon execution of this Agreement and (ii) 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 F for which no waiver is applicableDate, the Company shall cause to be furnished to the Manager written opinions Sales Agent, dated as of Xxxxxx & Xxxxxxx LLP such date and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory addressed to the ManagerSales Agent, in form and substance reasonably satisfactory to the Manager Sales Agent, acting reasonably, the written opinion and its counsel(with respect to U.S. counsel only) a negative assurance letter, dated of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the date that Company, and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the opinion is required to be deliveredCompany, substantially similar to the forms attached hereto in either case, modified as Exhibit E-1, Exhibit E-2 and Exhibit E-3, modified, as necessary, necessary to relate to the Registration Statement and the Prospectus Prospectuses as then amended or supplemented; providedsupplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), howeveror, that in lieu of such opinions for subsequent Representation Datesopinions, any counsel last furnishing such counsel opinion to the Sales Agent may furnish the Manager Sales Agent with a letter (a “Reliance Letter”) to the effect that the Manager Sales Agent may rely on a prior such last opinion delivered under this Section 7(p) to the same extent as if though it were was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or supplemented at Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. In rendering Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such opinionswaiver, such counsel may relythen before the Company delivers the Agency Transaction Notice or Terms Agreement, as to matters of fact (but not as to legal conclusions)applicable, to or the extent they deem properSales Agent sells any Shares, on certificates of responsible officers the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawNotice.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Within four Trading Days of the date hereof and on each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicableDate, the Company shall cause to be furnished to the Manager written opinions Agents, dated as of Xxxxxx & Xxxxxxx LLP such date and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory addressed to the ManagerAgents, in form and substance reasonably satisfactory to the Manager Agents, acting reasonably, the written opinion and its counsela negative assurance letter, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto extent applicable, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxxxx & Whitney LLP, U.S. counsel for the Company, each as Exhibit E-1described in Section 4(e), Exhibit E-2 and Exhibit E-3in either case, modified, modified as necessary, necessary to relate to the Registration Statement and the Prospectus Prospectuses as then amended or supplemented; providedsupplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), howeveror, that in lieu of such opinions for subsequent Representation Datesopinions, any counsel last furnishing such counsel opinion to the Agents may furnish the Manager Agents with a letter (a “Reliance Letter”) to the effect that the Manager Agents may rely on a prior such last opinion delivered under this Section 7(p) to the same extent as if though it were was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or supplemented at Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering , and the next occurring Representation Date; provided, however, that such opinionswaiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such counsel may relywaiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as to matters of fact (but not as to legal conclusions)applicable, to or an Agent sells any Shares, the extent they deem proper, on certificates of responsible officers Company shall provide the Agents with each of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, documents set out in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawthis Section 3(q).

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and (ii) within three (3) Within four Trading Days of the date hereof and on each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicableDate, the Company shall cause to be furnished to the Manager written opinions Agents, dated as of Xxxxxx & Xxxxxxx LLP such date and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory addressed to the ManagerAgents, in form and substance reasonably satisfactory to the Manager Agents, acting reasonably, the written opinion and its counsela negative assurance letter, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto extent applicable, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxxxx & Xxxxxxx LLP, U.S. counsel for the Company, each as Exhibit E-1described in Section 4(e), Exhibit E-2 and Exhibit E-3in either case, modified, modified as necessary, necessary to relate to the Registration Statement and the Prospectus Prospectuses as then amended or supplemented; providedsupplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), howeveror, that in lieu of such opinions for subsequent Representation Datesopinions, any counsel last furnishing such counsel opinion to the Agents may furnish the Manager Agents with a letter (a “Reliance Letter”) to the effect that the Manager Agents may rely on a prior such last opinion delivered under this Section 7(p) to the same extent as if though it were was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or supplemented at Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering , and the next occurring Representation Date; provided, however, that such opinionswaiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such counsel may relywaiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as to matters of fact (but not as to legal conclusions)applicable, to or an Agent sells any Shares, the extent they deem proper, on certificates of responsible officers Company shall provide the Agents with each of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, documents set out in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawthis Section 3(q).

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms Upon execution of this Agreement and (ii) within 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 F for which no waiver is applicableDate, the Company shall cause to be furnished to the Manager written opinions BMOCM, dated as of Xxxxxx & Xxxxxxx LLP such date and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory addressed to the ManagerBMOCM, in form and substance reasonably satisfactory to BMOCM, acting reasonably, the Manager written opinion and its counsela negative assurance letter, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto extent applicable, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxxxx & Whitney LLP, U.S. counsel for the Company, each as Exhibit E-1described in Section 4(e), Exhibit E-2 and Exhibit E-3in either case, modified, modified as necessary, necessary to relate to the Registration Statement and the Prospectus Prospectuses as then amended or supplemented; providedsupplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), howeveror, that in lieu of such opinions for subsequent Representation Datesopinions, any counsel last furnishing such counsel opinion to BMOCM may furnish the Manager BMOCM with a letter (a “Reliance Letter”) to the effect that the Manager BMOCM may rely on a prior such last opinion delivered under this Section 7(p) to the same extent as if though it were was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or supplemented at Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering , and the next occurring Representation Date; provided, however, that such opinionswaiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such counsel may relywaiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as to matters of fact (but not as to legal conclusions)applicable, to or BMOCM sells any Shares, the extent they deem proper, on certificates of responsible officers Company shall provide BMOCM with each of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, documents set out in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawthis Section 3(q).

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms Upon execution of this Agreement and (ii) within 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 F for which no waiver is applicableDate, the Company shall cause to be furnished to the Manager written opinions BMOCM, dated as of Xxxxxx & Xxxxxxx LLP such date and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory addressed to the ManagerBMOCM, in form and substance reasonably satisfactory to BMOCM, acting reasonably, (i) the Manager written opinion of Xxxxxx Xxxxxx Xxxxxxx LLP, Canadian counsel for the Company, and its counsel(ii) the written opinion and a negative assurance letter of Xxxxxx & Whitney LLP, dated U.S. counsel for the date that the opinion is required to be deliveredCompany, substantially similar to the forms attached hereto each as Exhibit E-1described in Section 4(e), Exhibit E-2 and Exhibit E-3in either case, modified, modified as necessary, necessary to relate to the Registration Statement and the Prospectus Prospectuses as then amended or supplemented; providedsupplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), howeveror, that in lieu of such opinions for subsequent Representation Datesopinions, any counsel last furnishing such counsel opinion to BMOCM may furnish the Manager BMOCM with a letter (a “Reliance Letter”) to the effect that the Manager BMOCM may rely on a prior such last opinion delivered under this Section 7(p) to the same extent as if though it were was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or supplemented at Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering , and the next occurring Representation Date; provided, however, that such opinionswaiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such counsel may relywaiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as to matters of fact (but not as to legal conclusions)applicable, to or BMOCM sells any Shares, the extent they deem proper, on certificates of responsible officers Company shall provide BMOCM with each of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, documents set out in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawthis Section 3(q).

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms Upon execution of this Agreement and (ii) within three (3) five Trading Days of each after any Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicableDate, the Company shall cause to be furnished to the Manager written opinions Agents, dated as of Xxxxxx & Xxxxxxx LLP such date and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory addressed to the ManagerAgents, in form and substance reasonably satisfactory to the Manager Agents, acting reasonably, (i) the written opinion of Mxxxxx Xxxxxxx LLP, Canadian counsel for the Company, and its counsel(ii) the written opinion and a negative assurance letter, dated of Mxxxxxxx Xxxxxxxxxx & Kxxxx LLP, U.S. counsel for the date that the opinion is required to be deliveredCompany, substantially similar to the forms attached hereto each as Exhibit E-1described in Section 4(e), Exhibit E-2 and Exhibit E-3in either case, modified, modified as necessary, necessary to relate to the Registration Statement and the Prospectus Prospectuses as then amended or supplemented; providedsupplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), howeveror, that in lieu of such opinions for subsequent Representation Datesopinions, any counsel last furnishing such counsel opinion to the Agents may furnish the Manager Agents with a letter (a “Reliance Letter”) to the effect that the Manager Agents may rely on a prior such last opinion delivered under this Section 7(p) to the same extent as if though it were was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or supplemented at Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date. In rendering Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such opinionswaiver, such counsel may relythen before the Company delivers the Agency Transaction Notice or Terms Agreement, as to matters of fact (but not as to legal conclusions)applicable, to or the extent they deem properAgents sell any Shares, on certificates of responsible officers the Company shall provide the Agents with each of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, documents set out in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawthis Section 3(q).

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms Upon execution of this Agreement and (ii) 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 F for which no waiver is applicableAgreement, the Company shall cause to be furnished to the Manager written opinions Agents, dated as of Xxxxxx & Xxxxxxx LLP the date hereof and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory addressed to the ManagerAgents, in form and substance reasonably satisfactory to the Manager Agents, acting reasonably, (i) the written opinion of Stikeman Elliott LLP, Canadian counsel for the Company, and its counselother local counsel in any of the Canadian Qualifying Jurisdictions as required, and (ii) the written opinion and a negative assurance letter of Dxxxxx & Wxxxxxx LLP, U.S. counsel for the Company, and on each Representation Date, the Company shall cause to be furnished to the Agents such last opinions and negative assurance letter furnished to the Agents by counsel with a letter, dated the as of such date that the opinion is required to be delivered, substantially similar and addressed to the forms attached hereto as Exhibit E-1Agents, Exhibit E-2 and Exhibit E-3, 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 the Manager with a letter (a “Reliance Letter”) to the effect that the Manager Agents may rely on a prior such last opinion delivered under this Section 7(p) to the same extent as if though it were was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance), or, if the Company or its counsel consider necessary or desirable, opinions and negative assurance letters of counsel dated as of such Representation Date and addressed to the Agents of the same tenor as the opinions and negative assurance letter delivered upon execution of the Agreement and in each case modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion, each as described in Section 4(e). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering , and the next occurring Representation Date; provided, however, that such opinionswaiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such counsel may relywaiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as to matters of fact (but not as to legal conclusions)applicable, to or an Agent sells any Shares, the extent they deem proper, on certificates of responsible officers Company shall provide the Agents with each of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, documents set out in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawthis Section 3(q).

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms Upon execution of this Agreement and (ii) within 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 F for which no waiver is applicableDate, the Company shall cause to be furnished to the Manager written opinions Agents, dated as of Xxxxxx & Xxxxxxx LLP such date and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory addressed to the ManagerAgents, in form and substance reasonably satisfactory to the Manager Agents, acting reasonably, the written opinion and its counsela negative assurance letter, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto extent applicable, of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, and (ii) Xxxxxx & Whitney LLP, U.S. counsel for the Company, each as Exhibit E-1described in Section 4(e), Exhibit E-2 and Exhibit E-3in either case, modified, modified as necessary, necessary to relate to the Registration Statement and the Prospectus Prospectuses as then amended or supplemented; providedsupplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), howeveror, that in lieu of such opinions for subsequent Representation Datesopinions, any counsel last furnishing such counsel opinion to the Agents may furnish the Manager Agents with a letter (a “Reliance Letter”) to the effect that the Manager Agents may rely on a prior such last opinion delivered under this Section 7(p) to the same extent as if though it were was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or supplemented at Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering , and the next occurring Representation Date; provided, however, that such opinionswaiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such counsel may relywaiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as to matters of fact (but not as to legal conclusions)applicable, to or an Agent sells any Shares, the extent they deem proper, on certificates of responsible officers Company shall provide the Agents with each of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, documents set out in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawthis Section 3(q).

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms Upon execution of this Agreement and (ii) within three (3) Trading Days of each on ‎each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicableDate, the Company shall cause to be furnished to the Manager written opinions Agents, dated as of Xxxxxx & Xxxxxxx LLP ‎such date and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory addressed to the ManagerAgents, in form and substance reasonably satisfactory to the Manager Agents, acting ‎reasonably, (i) the written opinion and its counsela negative assurance letter of Xxxxxxx, dated the date that the opinion is required to be deliveredArps, substantially similar to the forms attached hereto Slate, Xxxxxxx and Xxxx LLP, modified as Exhibit E-1, Exhibit E-2 and Exhibit E-3, 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 the Manager with a letter (a “Reliance Letter”) to the effect that the Manager 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 ‎necessary to relate to the Registration Statement and the Prospectus as amended or supplemented ‎supplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation DateDate being of the same tenor as the opinions and negative ‎assurance letter delivered upon execution of this Agreement). In rendering , or, in lieu of such opinions, counsel ‎last furnishing such counsel may rely, as to matters of fact (but not as to legal conclusions), opinion to the extent they deem proper, on certificates of responsible officers of Agents may furnish the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, Agents with a letter to the effect that ‎the Agents may rely on such last opinion to the same extent as though it 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 assume the accuracy Prospectus as amended and supplemented to the ‎time of an delivery of such letter authorizing reliance) and (ii) the written opinion of Xxxxxxx Xxxxx Xxxxxxxx Faillers LLP with respect to certain matters of Maryland Nevada law.. The requirement to furnish the documents set ‎out in this Section 3(p) shall be waived for any Representation Date occurring at a time at which ‎no Agency Transaction Notice is pending, which waiver shall continue until ‎the earlier to occur of the date the Company delivers an Agency Transaction Notice hereunder (which for such calendar quarter shall be considered a ‎Representation Date), and the next occurring Representation Date; provided, however, that such ‎waiver shall not apply for any Representation Date on which the Company files its annual report ‎on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell ‎Shares following a Representation Date when the Company relied on such waiver, then before ‎the Company delivers the Agency Transaction Notice, as applicable, or ‎the Agents sell any Shares, the Company shall cause to be furnished to the Agents each of the documents set ‎out in this Section 3(p).‎

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms Upon execution of this Agreement and (ii) within three (3) five Trading Days of each Dates after any Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicableDate, the Company shall cause to be furnished to the Manager written opinions Agent, dated as of Xxxxxx & Xxxxxxx LLP such date and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory addressed to the ManagerAgent, in form and substance reasonably satisfactory to the Manager Agent, acting reasonably, (i) the written opinion of Xxxxxxx Xxxxx & Xxxxxxxxx LLP, Canadian counsel for the Company, and its counsel(ii) the written opinion and a negative assurance letter, dated of Xxxxxx & Whitney LLP, U.S. counsel for the date that the opinion is required to be deliveredCompany, substantially similar to the forms attached hereto each as Exhibit E-1described in Section 4(e), Exhibit E-2 and Exhibit E-3in either case, modified, modified as necessary, necessary to relate to the Registration Statement and the Prospectus Prospectuses as then amended or supplemented; providedsupplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), howeveror, that in lieu of such opinions for subsequent Representation Datesopinions, any counsel last furnishing such counsel opinion to the Agent may furnish the Manager Agent with a letter (a “Reliance Letter”) to the effect that the Manager Agent may rely on a prior such last opinion delivered under this Section 7(p) to the same extent as if though it were was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or supplemented at Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or Form 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as applicable, or the Agent sells any Shares, the Company shall provide the Agent with each of the documents set out in this Section 3(q). In rendering Upon execution of this Agreement and within five Trading Dates after each time the Company files an annual report on Form 40-F or Form 20-F, the Company shall cause to be furnished to the Agent, dated as of such date and addressed to the Agent, in form and substance satisfactory to the Agent, acting reasonably, the written opinions of (i) Xxxxxxx Coie LLP, counsel to XxXxxxx Mining Company and (ii) Xxxxxxxx and Wedge, counsel to Integra Holdings U.S. Inc., modified as is necessary but of the same form as the opinions delivered upon execution of this Agreement, or, in lieu of such opinions, counsel last furnishing such counsel may rely, as to matters of fact (but not as to legal conclusions), opinion to the extent they deem proper, on certificates of responsible officers of Agent may furnish the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, Agent with a letter to the effect that the Agent may rely on and assume such last opinion to the accuracy same extent as though it was dated the date of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawsuch letter authorizing reliance.

Company Counsel Legal Opinions. (i) On or prior to the date that the first of this Agreement, each time Securities are sold pursuant delivered to the terms of this Agreement MLV as principal on a Settlement Date, promptly and (ii) within 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 F C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless MLV agrees otherwise, the Company shall cause to be furnished to the Manager MLV a written opinions opinion of Xxxxxx Stroock & Xxxxxxx LLP and Xxxxxxx Stroock & Xxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to the Manager, in form and substance reasonably satisfactory to the Manager and its counselMLV, dated the date that the such opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit E-1, Exhibit E-2 and Exhibit E-3D, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided. On the date of this Agreement, howevereach time Securities are delivered to MLV as principal on a Settlement Date, promptly and in no event later than three Trading Days 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 C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered after a 10-K Representation Date and during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to MLV a written tax opinion of Company Counsel, or other counsel satisfactory to MLV, dated the date that in such tax opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of such the opinions for of Company Counsel, or other counsel satisfactory to MLV, required to be furnished to MLV pursuant to this Section 7(o) on subsequent Representation Dates, any such counsel may furnish the Manager MLV with a letter (a “Reliance Letter”) to the effect that the Manager MLV 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 Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented at such Representation Datesupplemented). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms Upon execution of this Agreement and (ii) within three (3) five Trading Days of each Dates after any Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicableDate, the Company shall cause to be furnished to the Manager written opinions Agents, dated as of Xxxxxx & Xxxxxxx LLP such date and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory addressed to the ManagerAgents, in form and substance reasonably satisfactory to the Manager Agents, acting reasonably, (i) the written opinion of Fogler, Rxxxxxxx LLP, Canadian counsel for the Company, and its counsel(ii) the written opinion and a negative assurance letter, dated of Dxxxxx & Whitney LLP, United States counsel for the date that the opinion is required to be deliveredCompany, substantially similar to the forms attached hereto each as Exhibit E-1described in Section 4(e), Exhibit E-2 and Exhibit E-3in either case, modified, modified as necessary, necessary to relate to the Registration Statement and the Prospectus Prospectuses as then amended or supplemented; providedsupplemented at the date of delivery of such opinion (with such opinions and negative assurance letters delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), howeveror, that in lieu of such opinions for subsequent Representation Datesopinions, any counsel last furnishing such counsel opinion to the Agents may furnish the Manager Agents with a letter (a “Reliance Letter”) to the effect that the Manager Agents may rely on a prior such last opinion delivered under this Section 7(p) to the same extent as if though it were was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or supplemented at Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering , and the next occurring Representation Date; provided, however, that such opinionswaiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or Form 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such counsel may relywaiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as to matters of fact (but not as to legal conclusions)applicable, to or the extent they deem properAgents sell any Shares, on certificates of responsible officers the Company shall provide the Agents with each of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, documents set out in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawthis Section 3(q).

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms Upon execution of this Agreement and (ii) 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 F for which no waiver is applicableAgreement, the Company shall cause to be furnished to the Manager written opinions Agents, dated as of Xxxxxx & Xxxxxxx LLP the date hereof and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory addressed to the ManagerAgents, in form and substance reasonably satisfactory to the Manager Agents, acting reasonably, (i) the written opinion of Stikeman Elliott LLP, Canadian counsel for the Company, and its counsel(ii) the written opinion and a negative assurance letter of Xxxxxx & Xxxxxxx LLP, U.S. counsel for the Company, and on each Representation Date, the Company shall cause to be furnished to the Agents such last opinions and negative assurance letter furnished to the Agents by counsel with a letter, dated the as of such date that the opinion is required to be delivered, substantially similar and addressed to the forms attached hereto as Exhibit E-1Agents, Exhibit E-2 and Exhibit E-3, 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 the Manager with a letter (a “Reliance Letter”) to the effect that the Manager Agents may rely on a prior such last opinion delivered under this Section 7(p) to the same extent as if though it were was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance), or, if the Company or its counsel consider necessary or desirable, opinions and negative assurance letters of counsel dated as of such Representation Date and addressed to the Agents of the same tenor as the opinions and negative assurance letter delivered upon execution of the Agreement and in each case modified as necessary to relate to the Registration Statement and the Prospectuses as amended or supplemented at the date of delivery of such opinion, each as described in Section 4(e) ),. The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date). In rendering , and the next occurring Representation Date; provided, however, that such opinionswaiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such counsel may relywaiver, then before the Company delivers the Agency Transaction Notice or Terms Agreement, as to matters of fact (but not as to legal conclusions)applicable, to or BMOCM sells any Shares, the extent they deem proper, on certificates of responsible officers Company shall provide the Agents with each of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, documents set out in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawthis Section 3(q).

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms Upon execution of this Agreement and (ii) 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 F for which no waiver is applicableDate, the Company shall cause to be furnished to the Manager written opinions Sales Agent, dated as of Xxxxxx & Xxxxxxx LLP such date and Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory addressed to the ManagerSales Agent, in form and substance reasonably satisfactory to the Manager Sales Agent, acting reasonably, the written opinion and its counsel(with respect to U.S. counsel only) a negative assurance letter, dated of (i) Xxxxxxx Xxxxx LLP, Canadian counsel for the date that Company, and (ii) Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the opinion is required to be deliveredCompany, substantially similar to the forms attached hereto in either case, modified as Exhibit E-1, Exhibit E-2 and Exhibit E-3, modified, as necessary, necessary to relate to the Registration Statement and the Prospectus Prospectuses as then amended or supplemented; providedsupplemented at the date of delivery of such opinion (with such opinions and negative assurance letter delivered on a Representation Date being of the same tenor as the opinions and negative assurance letter delivered upon execution of this Agreement), howeveror, that in lieu of such opinions for subsequent Representation Datesopinions, any counsel last furnishing such counsel opinion to the Sales Agent may furnish the Manager Sales Agent with a letter (a “Reliance Letter”) to the effect that the Manager Sales Agent may rely on a prior such last opinion delivered under this Section 7(p) to the same extent as if though it were was dated the date of such letter authorizing reliance (except that statements in such prior last opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice or supplemented at Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice or Terms Agreement hereunder, as applicable (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any material amendment thereto. In rendering Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such opinionswaiver, such counsel may relythen before the Company delivers the Agency Transaction Notice or Terms Agreement, as to matters of fact (but not as to legal conclusions)applicable, to or the extent they deem properSales Agent sells any Shares, on certificates of responsible officers the Company shall provide the Sales Agent with each of the documents set out in this Section 3(q) dated the date of the Agency Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland lawNotice.