Common use of Distribution in Canada Clause in Contracts

Distribution in Canada. Each of the Initial Purchasers acknowledges that the distribution of the Securities in Canada is being made without the filing of a prospectus only on a private placement basis and only to exempt purchasers in the provinces of Quebec, Ontario and British Columbia. Accordingly, each Initial Purchaser severally represents, warrants and agrees that: (a) any offer and resale of the Securities in Canada will be restricted and must be made by prospectus and through an appropriately registered dealer or in accordance with an exemption from prospectus and registration requirements under provincial securities laws; (b) it and any person acting on its behalf has offered or sold and will offer or sell the Securities in Canada solely by use of the Preliminary Canadian Offering Memorandum and the Canadian Offering Memorandum; (c) it and any person acting on its behalf will send a confirmation of the acceptance of offers to purchase Securities to purchasers in Canada who have not withdrawn their offers to purchase prior to the issuance of such confirmation; and (d) it will give written notice to the Issuers of the full name and address of each purchaser to whom it sells Securities in Canada, together with the amount of Securities sold to each such purchaser, the trade date and such other information regarding such purchase, offer or sale as may be required by the Issuers to make the filings required by the applicable Canadian laws and to pay all fees in connection with such filings.