Common use of Proceeds of Crime Clause in Contracts

Proceeds of Crime. The Subscriber represents and warrants that no portion of the Purchase Price to be advanced by the Subscriber to the Issuer hereunder will represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") and the Subscriber acknowledges that the Issuer may in the future be required by law to disclose the Subscriber's name and other information relating to this Agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of the knowledge of the Subscriber: (i) no portion of the Purchase Price to be provided by the Subscriber (A) has been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States or any other jurisdiction, or (B) is being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (ii) it shall promptly notify the Issuer if the Subscriber discovers that any of such representations ceases to be true, and to provide the Issuer with appropriate information in connection therewith. The funds representing the purchase price for the Securities which will be advanced by the undersigned to the Issuer will not and do not represent proceeds of crime for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the "PATRIOT Act"), and the undersigned acknowledges that the Issuer may in the future be required by law to disclose the undersigned's name and other information relating to the undersigned’s subscription for Securities, on a confidential basis, pursuant to the PATRIOT Act. No portion of the purchase price to be provided by the undersigned: (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States, or any other jurisdiction; or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the undersigned, and the undersigned shall promptly notify the Issuer if the undersigned discovers that any of such representations ceases to be true and provide the Issuer with appropriate information in connection therewith.

Proceeds of Crime. (a) The Subscriber represents and warrants that no portion of the Purchase Price Borrower acknowledges that, pursuant to be advanced by the Subscriber to the Issuer hereunder will represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” Laws, whether within Canada or elsewhere (collectively, including any guidelines or orders thereunder, “AML Legislation”), the "PCMLA") Lenders and the Subscriber acknowledges that the Issuer Administrative Agent may in the future be required by law to disclose obtain, verify and record information regarding the Subscriber's name Borrower, its directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Borrower, and the transactions contemplated hereby. The Borrower shall promptly provide all such information, including supporting documentation and other information relating evidence, as may be reasonably requested by any Lender or the Administrative Agent, or any prospective assign or participant of a Lender or the Administrative Agent, in order to this Agreement and comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Subscriber's subscription hereunder, on a confidential basis, pursuant to Administrative Agent has ascertained the PCMLA. To the best identity of the knowledge Borrower or any authorized signatories of the Subscriber: (i) no portion of the Purchase Price to be provided by the Subscriber (A) has been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States or any other jurisdiction, or (B) is being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (ii) it shall promptly notify the Issuer if the Subscriber discovers that any of such representations ceases to be true, and to provide the Issuer with appropriate information in connection therewith. The funds representing the purchase price for the Securities which will be advanced by the undersigned to the Issuer will not and do not represent proceeds of crime Borrower for the purposes of applicable AML Legislation, then the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the "PATRIOT Act"), and the undersigned acknowledges that the Issuer may in the future be required by law to disclose the undersigned's name and other information relating to the undersigned’s subscription for Securities, on a confidential basis, pursuant to the PATRIOT Act. No portion of the purchase price to be provided by the undersigned: Administrative Agent: (i) has been or will shall be derived from or related deemed to any activity that is deemed criminal under have done so as an agent for each Lender, and this Agreement shall constitute a “written agreement” in such regard between each Lender and the laws Administrative Agent within the meaning of the United States, or any other jurisdictionapplicable AML Legislation; or and (ii) is being tendered shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Borrower or any authorized signatories of the Borrower on behalf of a person any Lender, or entity who has not been identified to confirm the completeness or by accuracy of any information it obtains from the undersigned, and the undersigned shall promptly notify the Issuer if the undersigned discovers that Borrower or any of such representations ceases to be true and provide the Issuer with appropriate information authorized signatory in connection therewithdoing so.

Proceeds of Crime. The Subscriber Purchaser represents and warrants that no portion the funds representing the purchase price of the Purchase Price to Purchased Securities being subscribed for herein which will be advanced by the Subscriber Purchaser to the Issuer Company hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLA"“PCMLTFA”) and or the Subscriber acknowledges that the Issuer may in the future be required by law to disclose the Subscriber's name and other information relating to this Agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of the knowledge of the Subscriber: (i) no portion of the Purchase Price to be provided by the Subscriber (A) has been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States or any other jurisdiction, or (B) is being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (ii) it shall promptly notify the Issuer if the Subscriber discovers that any of such representations ceases to be true, and to provide the Issuer with appropriate information in connection therewith. The funds representing the purchase price for the Securities which will be advanced by the undersigned to the Issuer will not and do not represent proceeds of crime for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the "“PATRIOT Act"), ”) and the undersigned Purchaser acknowledges that the Issuer Company may in the future be required by law to disclose the undersigned's Purchaser’s name and other information relating to this Subscription Agreement and the undersignedPurchaser’s subscription for Securitieshereunder, on a confidential basis, pursuant to the PCMLTFA, the PATRIOT ActAct or similar legislation. No portion In addition, the Purchaser is not a person or entity identified on a list established under Part II.1 of the purchase price Criminal Code (Canada) (the “Criminal Code”) or under the Freezing Assets of Corrupt Foreign Officials Act (Canada) (the “FACFOA”), the Special Economic Measures Act (Canada) (the “SEMA”), sanctions resolutions and regulations of the United Nations adopted by Canada under the United Nations Act (Canada) (collectively, the “UN Sanctions”), the Justice for Victims of Corrupt Foreign Officials Act (Canada) (the “JVCFOA”), or any regulations in force in the United States or Canada implementing or amending the foregoing. To the best of its knowledge: (a) none of the subscription funds to be provided by the undersigned: Purchaser (i) has have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or the United States, States of America or any other jurisdiction; , or (ii) is are being tendered on behalf of a person or entity who has not been identified to or by the undersigned, Purchaser; and the undersigned (b) it shall promptly notify the Issuer Company if the undersigned Purchaser discovers that any of such representations ceases to be true true, and to provide the Issuer Company with appropriate information in connection therewith.

Proceeds of Crime. The Subscriber represents Each Purchaser, on its own behalf and warrants that no portion on behalf of any other person for whom it is contracting hereunder, expressly acknowledges and agrees that: (1) the Purchase Price Company may be required to be advanced by the Subscriber to the Issuer hereunder will represent proceeds of crime for the purposes of provide applicable Canadian securities regulators, or otherwise under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") “PCMLTFA”), a list setting forth the identities of the purchasers of the Notes and the Subscriber acknowledges any personal information provided by each Purchaser, and each Purchaser hereby represents and warrants that the Issuer may in the future be required by law to disclose the Subscriber's name and other information relating to this Agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of the knowledge each Purchaser’s knowledge, none of the Subscriber: (i) no portion of funds representing the Purchase Price subscription proceeds to be provided by the Subscriber each Purchaser (Ai) has have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America, or any other jurisdiction, or (Bii) is are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (ii) each Purchaser; each Purchaser hereby further covenants that it shall promptly notify the Issuer Company if the Subscriber each Purchaser discovers that any of such representations ceases in this Section 6.4 cease to be true, and to shall provide the Issuer Company with appropriate information in connection therewith. The herewith; (2) the funds representing the being used to purchase price for the Securities each Purchaser’s Notes which will be advanced by the undersigned each Purchaser to the Issuer Company hereunder will not and do not represent proceeds of crime for the purposes of the United States Uniting PCMLTFA and Strengthening America by Providing Appropriate Tools Required to Intercept each Purchaser and Obstruct Terrorism Act (the "PATRIOT Act")its disclosed principal, and the undersigned if any, acknowledges that the Issuer Company may in the future be required by law to disclose the undersigned's each Purchaser’s or disclosed principal’s name and other information relating to the undersignedthis Agreement and each Purchaser’s subscription for Securitieshereunder, on a confidential basis, pursuant to the PATRIOT ActPCMLTFA. No portion To the best of its knowledge (i) none of the purchase price subscription funds to be provided by the undersigned: each Purchaser or other person for whom it is contracting hereunder (iA) has have been or will be derived from or related to any activity that is deemed criminal under the laws law of the United States, Canada or any other jurisdiction; , or (iiB) is are being tendered on behalf of a person or entity who has not been identified to or by the undersigned, each Purchaser; and the undersigned (ii) each Purchaser shall promptly notify the Issuer Company if the undersigned each Purchaser or disclosed principal discovers that any of such representations ceases in this Section 6.4 cease to be true true, and to provide the Issuer Company with appropriate information in connection therewith; and (3) it shall complete, sign and return such additional documentation as may be required from time to time under Applicable Canadian Securities Laws or any other applicable laws in connection with the transactions contemplated by this Agreement.

Proceeds of Crime. The Subscriber represents and warrants that no portion of the Purchase Price to be advanced by the Subscriber to the Issuer hereunder will represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "“PCMLA"”) and the Subscriber acknowledges that the Issuer may in the future be required by law to disclose the Subscriber's ’s name and other information relating to this Agreement and the Subscriber's ’s subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of the knowledge of the Subscriber: (i) no portion of the Purchase Price to be provided by the Subscriber (A) has been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States or any other jurisdiction, or (B) is being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (ii) it shall promptly notify the Issuer if the Subscriber discovers that any of such representations ceases to be true, and to provide the Issuer with appropriate information in connection therewith. The funds representing the purchase price for the Securities which will be advanced by the undersigned to the Issuer will not and do not represent proceeds of crime for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the "“PATRIOT Act"”), and the undersigned acknowledges that the Issuer may in the future be required by law to disclose the undersigned's ’s name and other information relating to the undersigned’s subscription for Securities, on a confidential basis, pursuant to the PATRIOT Act. No portion of the purchase price to be provided by the undersigned: (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States, or any other jurisdiction; or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the undersigned, and the undersigned shall promptly notify the Issuer if the undersigned discovers that any of such representations ceases to be true and provide the Issuer with appropriate information in connection therewith.

Proceeds of Crime. The Subscriber represents and warrants that no portion of the Purchase Price to be advanced by the Subscriber to the Issuer hereunder will represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") and the Subscriber acknowledges that the Issuer may in the future be required by law to disclose the Subscriber's name and other information relating to this Subscription Agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of the knowledge of the Subscriber: (i) no portion of the Purchase Price to be provided by the Subscriber (A) has been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States or any other jurisdiction, or (B) is being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (ii) it shall promptly notify the Issuer if the Subscriber discovers that any of such representations ceases to be true, and to provide the Issuer with appropriate information in connection therewith. The funds representing the purchase price for the Securities which will be advanced by the undersigned to the Issuer will not and do not represent proceeds of crime for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the "PATRIOT Act"), and the undersigned acknowledges that the Issuer may in the future be required by law to disclose the undersigned's name and other information relating to the undersigned’s subscription for Securities, on a confidential basis, pursuant to the PATRIOT Act. No portion of the purchase price to be provided by the undersigned: (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States, or any other jurisdiction; or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the undersigned, and the undersigned shall promptly notify the Issuer if the undersigned discovers that any of such representations ceases to be true and provide the Issuer with appropriate information in connection therewith.

Proceeds of Crime. (a) The Subscriber represents and warrants that no portion of the Purchase Price to be advanced by the Subscriber to the Issuer hereunder will represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") and the Subscriber acknowledges that the Issuer may in the future be required by law to disclose the Subscriber's name and other information relating to this Agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of the knowledge of the Subscriber: (i) no portion of the Purchase Price to be provided by the Subscriber (A) has been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States or any other jurisdiction, or (B) is being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (ii) it shall promptly notify the Issuer if the Subscriber discovers that any of such representations ceases to be true, and to provide the Issuer with appropriate information in connection therewith. . (b) The funds representing the purchase price for the Securities which will be advanced by the undersigned to the Issuer will not and do not represent proceeds of crime for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the "PATRIOT Act"), and the undersigned acknowledges that the Issuer may in the future be required by law to disclose the undersigned's name and other information relating to the undersigned’s 's subscription for Securities, on a confidential basis, pursuant to the PATRIOT Act. No portion of the purchase price to be provided by the undersigned: (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States, or any other jurisdiction; or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the undersigned, and the undersigned shall promptly notify the Issuer if the undersigned discovers that any of such representations ceases to be true and provide the Issuer with appropriate information in connection therewith.