Common use of Negative Assurance Letter of Agent Counsel Clause in Contracts

Negative Assurance Letter of Agent Counsel. On or prior to the date of the first Placement Notice given hereunder 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(l) for which no waiver is applicable, Xxxxx Xxxxxx LLP, counsel to the Agent (“Agent Counsel”), shall furnish to the Agent a negative assurance letter of Agent Counsel in form and substance reasonably satisfactory to the Agent; provided, however, that in lieu of such negative assurance letter for subsequent periodic filings under the Exchange Act, Agent Counsel may furnish the Agent with a Reliance Letter to the effect that the Agent may rely on the negative assurance letter of Agent Counsel previously 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 letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of such Reliance Letter).

Negative Assurance Letter of Agent Counsel. On or prior to the date of the first Placement Notice given hereunder and within five (5) 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 7(l) for which no waiver is applicable, Axxxxxx Xxxxx Xxxxxx Kxxxxx LLP, counsel to the Agent (“Agent Counsel”), shall furnish to the Agent a negative assurance letter of Agent Counsel in form and substance reasonably satisfactory to the Agent; provided, however, that in lieu of such negative assurance letter for subsequent periodic filings under the Exchange Act, Agent Counsel may furnish the Agent with a Reliance Letter to the effect that the Agent may rely on the negative assurance letter of Agent Counsel previously 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 letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of such Reliance Letter).