Common use of Canadian Securities Law Representations Clause in Contracts

Canadian Securities Law Representations. Each Seller that may receive Parent Shares hereunder understands that the Parent Shares are being issued pursuant to an exemption from the registration and prospectus requirements of the securities Laws in Canada. Such Seller acknowledges that Trulieve will rely on such Seller’s representations, warranties and covenants set forth below for purposes of confirming the availability of such exemption from such registration and prospectus requirements. Such Seller acknowledges that (i) it has been provided with the opportunity to consult its own legal advisors with respect to the Parent Shares issuable to such Seller pursuant to this Agreement and with respect to the existence of resale restrictions imposed by applicable securities Laws; (ii) no representation has been made respecting the applicable holding periods imposed by the securities Laws or other resale restrictions applicable to the Parent Shares which restrict the ability of such Seller to resell such securities; and (iii) such Seller is aware that Seller may not be able to resell the Parent Shares, except in accordance with limited exemptions under the securities Laws. Such Seller consents to the collection, use and disclosure of certain personal information for the purposes of meeting legal, regulatory, self-regulatory, security and audit requirements (including any applicable tax, securities, money laundering or anti-terrorism legislation, rules or regulations) and as otherwise permitted or required by Law, which disclosures may include disclosures to tax, securities or other regulatory or self-regulatory authorities in Canada and/or in foreign jurisdictions, if applicable, in connection with the regulatory oversight mandate of such authorities.

Canadian Securities Law Representations. Each Seller and Clarity Seller that may receive Parent Shares hereunder understands that the Parent Shares are being issued pursuant to an exemption from the registration and prospectus requirements of the securities Laws in CanadaCanadian Securities Laws. Such Seller acknowledges that Trulieve Parent will rely on such Seller’s representations, warranties and covenants set forth below for purposes of confirming the availability of such exemption from such registration and prospectus requirements. Such Seller acknowledges that (i) it has been provided with the opportunity to consult its own legal advisors with respect to the Parent Shares issuable to such Seller pursuant to this Agreement and with respect to the existence of resale restrictions imposed by applicable securities Laws; (ii) no representation has been made respecting the applicable holding periods imposed by the securities Laws or other resale restrictions applicable to the Parent Shares which restrict the ability of such Seller to resell such securities; and (iii) such Seller is aware that Seller may not be able to resell the Parent Shares, except in accordance with limited exemptions under the securities Laws. Such Seller consents to the collection, use and disclosure of certain personal information for the purposes of meeting legal, regulatory, self-regulatory, security and audit requirements (including any applicable tax, securities, money laundering or anti-terrorism legislation, rules or regulations) and as otherwise permitted or required by Law, which disclosures may include disclosures to tax, securities or other regulatory or self-regulatory authorities in Canada and/or in foreign jurisdictions, if applicable, in connection with the regulatory oversight mandate of such authorities.