Subsequent Delivery of Legal Opinions. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Securities or changes in other terms of the Securities or (ii) an amendment or supplement providing primarily for the inclusion of additional financial information, or (iii) an amendment or supplement which relates exclusively to an offering of securities other than the Securities) or there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Annual Report on Form 10-K, Current Report on Form 8-K or Quarterly Report on Form 10-Q relating primarily to financial statements or other financial information as of and for any fiscal quarter) or the Company sells Securities to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to furnish or cause to be furnished promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Michxxx X. XxXxxxxx, Xxnior Vice President, General Counsel and Secretary the Company), dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinions referred to in Sections 5(a) and 5(b) (other than, in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)) hereof, 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. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or an Annual
Appears in 1 contract
Subsequent Delivery of Legal Opinions. Each time that (i) the ------------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for the establishment of or a change in the interest rates rates, maturity or price of the Securities Notes or similar changes in other terms of the Securities or (ii) an amendment or supplement providing primarily solely for the inclusion of additional financial information, or (iii) and, unless the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of securities other than the SecuritiesNotes), (ii) or there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Annual Report on Form 10-K, Current Report on Form 8-K or Quarterly Report on Form 10-Q relating primarily exclusively to financial statements or the issuance of debt securities other financial information than the Notes under the Registration Statement), (iii) (if required in connection with the purchase of Notes by an Agent as of and for any fiscal quarterprincipal) or the Company sells Securities Notes to an Agent pursuant as principal or (iv) if the Company issues and sells Notes in a form not previously certified to a Terms Agreement, the terms of which so requireAgents by the Company, the Company shall use its best efforts to furnish or cause to be furnished promptly following forthwith to the Agents and to counsel to the Agents the written opinions of Xxxxxx & Xxxxxxx, counsel for the Company, Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, Maryland counsel for the Company and Xxxxxx X. Xxxxxxx, General Counsel of the Company, or other counsel satisfactory to the Agents dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or filing or on the Settlement Date with respect to date of such Terms Agreementsale, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably substance satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Michxxx X. XxXxxxxx, Xxnior Vice President, General Counsel and Secretary the Company), dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinions referred to in Sections 5(a5(a)(1), 5(a)(2), 5(a)(3) and 5(b) (other than, in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)5(a)(4) hereof, 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. The Company shall use its best efforts to furnish or cause to be furnished ; or, in lieu of such opinion, counsel last furnishing such opinion to the Agents, promptly following each filing by Agents shall furnish the Company 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 a Quarterly Report on Form 10-Q or an Annualsuch letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).
Appears in 1 contract
Samples: Health Care Property Investors Inc
Subsequent Delivery of Legal Opinions. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Securities Notes or changes in other terms of the Securities Notes or (ii) an amendment or supplement providing primarily for the inclusion of additional financial information, or (iii) an amendment or supplement which relates exclusively to an offering of securities other than the SecuritiesNotes) or there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Annual Report on Form 10-K, Current Report on Form 8-K or Quarterly Report on Form 10-Q relating primarily to financial statements or other financial information as of and for any fiscal quarter) or the Company sells Securities Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to furnish or cause to be furnished promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Michxxx X. XxXxxxxxDavid K. Thompson, Xxnior Senior Vice President, General Counsel and Secretary President - Assistant Xxxxxxx Xxxxxxx of the Company), dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinions referred to in Sections 5(a) and 5(b) (other than, in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)) hereof, 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, HOWEVER, that (i) in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, the opinions referred to in Section 5(a) hereof shall not include the exceptions set forth in such Section 5(a) as to Notes which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index and (ii) if reasonably requested by the Agents, the counsel delivering the opinions referred to in Section 5(b) shall expand the opinion rendered pursuant to Section 5(b)(i) to include any other subsidiary of the Company that, as a result of actions or events occurring after the date of this Agreement is of substantially similar materiality to the Company, on a consolidated basis, as each of the Significant Subsidiaries are as of the date of this Agreement. The Company shall use its best efforts to furnish or cause to be furnished to the Agents, promptly following each filing by the Company of a Quarterly Report on Form 10-Q or an AnnualAnnual Report on Form 10-K, a letter from the counsel last furnishing the opinion referred to in Section 5(b) hereof, or from other counsel reasonably satisfactory to the Agents, dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinion referred to in Section 5(b)(ii) hereof, but modified, as necessary, to relate to the Registration Statement and Prospectus as amended and supplemented to the time of delivery of such letter.
Appears in 1 contract
Samples: Walt Disney Co/
Subsequent Delivery of Legal Opinions. Each The Company agrees that, during each Marketing Period, each time that (i) the Registration Statement or the any Prospectus shall be amended or supplemented (other than by (iA) a Pricing Supplement or an amendment or other supplement providing solely for a change Supplement, (B) except as set forth in the interest rates of the Securities or changes in other terms of the Securities or (ii) and (iv) below, an amendment or supplement providing primarily for to the inclusion Prospectus by the filing of additional financial information, an Incorporated Document or (iiiC) an amendment or supplement which relates exclusively solely to an offering of securities other than the SecuritiesNotes), (ii) or there is filed with the Commission any document incorporated by reference into the Prospectus (other than any an Annual Report on Form 10-KK that is incorporated by reference into the Prospectus, Current (iii) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase Agreement or (iv) the Agents reasonably request following the filing of an Incorporated Document (other than as specified in (ii) above) the Company shall, promptly following such amendment or supplement, filing by an Annual Report on Form 810-K or request or concurrently with the Time of Delivery relating to such sale, furnish the Agents and their counsel (A) in the case of (i) through (iv) above (other than a request relating to the filing by the Company of a Quarterly Report on Form 10-Q relating primarily Q) with the written opinions of an officer of the Company who is an attorney, outside Maryland counsel to financial statements the Company and Sidley Xxxxxx Xxxxx & Xxxx (or its affiliated partnership, Sidley Xxxxxx Xxxxx & Xxxx, LLP), special counsel to the Company (or other financial information as outside counsel of and for any fiscal quarter) or the Company sells Securities acceptable to an Agent pursuant to a Terms Agreementthe Agents), the terms of which so require, the Company shall use its best efforts to furnish or cause to be furnished promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, each addressed to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Michxxx X. XxXxxxxx, Xxnior Vice President, General Counsel and Secretary the Company), dated the date of delivery of such letter and opinion, in form satisfactory to counsel for the Agents, of the same tenor effect as the opinions referred to in Sections 5(a5(b), 5(c) and 5(b) (other than, in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x5(d)) hereof, but modified, as necessary, to relate to the Registration Statement and the each Prospectus as amended and or supplemented to the time of delivery of such opinion. The Company shall use ; provided, however, that in rendering their opinion as aforesaid, Sidley Xxxxxx Xxxxx & Xxxx may rely on an opinion, dated as of the date of delivery of the Sidley Xxxxxx Xxxxx & Xxxx opinion, of its best efforts to furnish or cause to be furnished affiliates as to the Agentslaws of any jurisdiction other than the United States of America and the State of Illinois and provided further, promptly following however, that in lieu of such opinion, each such counsel may furnish the Agents with a letter to the effect that the Agents may rely on such prior opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such letter authorizing reliance) and (B) in the case of a request by the Agents relating to the filing by the Company of a Quarterly Report on Form 10-Q Q, the written opinion of an officer of the Company who is an attorney, addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, to the effect set forth in the last paragraph of Section 5(b). If such amendment, supplement or filing was not filed during a Marketing Period, then on the first day of the next succeeding Market Period, the Company shall furnish the Agents and their counsel with the written opinions of an Annualofficer of the Company who is an attorney and/or outside Maryland counsel to the Company and Sidley Xxxxxx Xxxxx & Xxxx (or its affiliated partnership, Sidley Xxxxxx Xxxxx & Xxxx, LLP) special counsel to the Company, as described above.
Appears in 1 contract
Samples: Lee Sara Corp
Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for the establishment of or a change in the interest rates rates, maturity or price of the Securities Notes or similar changes in other terms of the Securities or (ii) an amendment or supplement providing primarily solely for the inclusion of additional financial information, or and, unless the Agents shall otherwise specify, other than (iiiA) by an amendment or supplement which that relates exclusively to an offering of securities other than the SecuritiesNotes or (B) or there is filed with by the Commission any document incorporated by reference into the Prospectus (other than any Annual Report on Form 10-K, filing of a Current Report on Form 8-K or Quarterly Report on Form 10-Q relating primarily to financial statements or other financial information K), (ii) (if required in connection with the purchase of Notes by an Agent as of and for any fiscal quarterprincipal) or the Company sells Securities Notes to an Agent pursuant as principal or (iii) the Company issues and sells Notes in a form not previously certified to a Terms Agreement, the terms of which so requireAgents by the Company, the Company shall use its best efforts to shall, within five business days after such amendment or supplement in the case of (i) above, or forthwith in the case of (ii) or (iii) above, furnish or cause to be furnished promptly following to the Agents and to counsel to the Agents the written opinions of Xxxxxx & Xxxxxxx LLP, counsel for the Company, Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP, Maryland corporate counsel for the Company and Xxxxxx X. Xxxxxxx, General Counsel of the Company, or other counsel satisfactory to the Agents dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or filing or on the Settlement Date with respect to date of such Terms Agreementsale, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be (with a copy to counsel to the Agents or counsel to such Agent, as the case may be), letters substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such letters, letters from other counsel reasonably substance satisfactory to the Agents (which, in the case of the opinions referred to in such Section 5(b), shall include Michxxx X. XxXxxxxx, Xxnior Vice President, General Counsel and Secretary the Company), dated the date of delivery of such letter and in form satisfactory to counsel for the Agents, of the same tenor as the opinions referred to in Sections 5(a5(a)(1), 5(a)(2), 5(a)(4) and 5(b5(a)(5) (other than, hereof and the statement referred to in the case of the opinion delivered pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and 5(b)(iv)(x)5(a)(3) hereof, 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. The Company shall use its best efforts to furnish or cause to be furnished to , the Agents, promptly following each filing Statutory Prospectus made available by the Company for use by the applicable Agent(s) as of the Applicable Time, the applicable Final Term Sheet, if any, relating to the offering of the Notes and, if applicable, one or more specified Issuer Free Writing Prospectuses; or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a Quarterly Report letter to the effect that the Agents may rely on Form 10-Q 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 the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance, and in each case as of the time of delivery of such letter authorizing reliance, the Statutory Prospectus made available by the Company for use by the applicable Agent(s) as of the Applicable Time, the applicable Final Term Sheet, if any, relating to the offering of the Notes and, if applicable, one or an Annualmore specified Issuer Free Writing Prospectuses).
Appears in 1 contract
Samples: Distribution Agreement (Health Care Property Investors Inc)
