Common use of Representation Dates; Certificates Clause in Contracts

Representation Dates; Certificates. On or prior to the date the first Placement Notice is given pursuant to this Agreement, each time Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction and each time the Company (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l) or (B) a supplement or amendment that relates to an offering of securities other than the Shares) by means of a post-effective amendment, sticker, or supplement, but not by means of incorporation of document(s) by reference in the Registration Statement or the Prospectus relating to the Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; (iv) files a report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; or (v) at any other time reasonably requested by Agent (each date of filing of one or more of the documents referred to in clauses (i) through (iv) and at any time as reasonably requested by Agent pursuant to clause (v) shall be a “Representation Date”); the Company shall furnish Agent within two (2) Trading Days after each Representation Date (but in the case of clause (iv) above only if Agent reasonably determines that the information contained in such Form 8-K is material) with the certificate in the form attached hereto as Exhibit 7(m). The requirement to provide the certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date), Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver and did not provide Agent with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Agent sells any Shares in an Agency Transaction, or on the applicable Settlement Date with respect to a Principal Transaction, the Company shall provide Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice for such Agency Transaction or the Settlement Date of such Principal Transaction, as applicable.

Representation Dates; Certificates. On or prior to During the date the first Placement Notice is given pursuant to term of this Agreement, each time Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction and each time the Company (i) files the Prospectus Prospectuses relating to the Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l) or (B) a supplement or amendment that relates to an offering of securities other than the Shares) by means of a post-effective amendment, sticker, amendment or supplement, supplement but not by means of incorporation of document(s) by reference in to the Registration Statement or the Prospectus Prospectuses relating to the Shares; (ii) files or amends an annual report on Form 1040-K under the Exchange Act F (including any Form 1040-KF/A containing amended financial information or a material amendment to the previously filed Form 1040-KF); (iii) files a quarterly report or amends interim financial statements on Form 106-Q under the Exchange ActK; (iv) files a report on Form 8-K containing amended financial information (other than information “furnished” delivers Shares pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Acta Terms Agreement; or (v) at any other time reasonably requested by the Sales Agent (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) and at any time as reasonably requested by Agent of request pursuant to clause (v) above shall be a “"Representation Date”"); , the Company shall furnish the Sales Agent within two (2) Trading Days after each Representation Date (but in the case of clause (iv) above only if Agent reasonably determines that the information contained in such Form 8-K is material) with the certificate a certificate, in the form attached hereto as Exhibit 7(mincluded in Section 4(d), and, if requested, a certificate pursuant to Section 4(l), upon execution of this Agreement and on each Representation Date. The requirement to provide the certificate certificates under this Section 7(m3(p) shall be automatically waived for any Representation Date occurring at a time at which no Placement Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement an Agency Transaction Notice hereunder (which for such calendar quarter shall be considered a Representation Date), Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction ) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent with a certificate certificates under this Section 7(m3(p), then before the Company delivers the Placement Agency Transaction Notice or the Sales Agent sells any Shares in an Agency Transaction, or on the applicable Settlement Date with respect to a Principal TransactionShares, the Company shall provide the Sales Agent with a certificate, in the form attached hereto as Exhibit 7(mincluded in Section 4(d), and, if requested, a certificate pursuant to Section 4(l), each dated the date of the Placement Notice for such Agency Transaction or the Settlement Date of such Principal Transaction, as applicableNotice.

Representation Dates; Certificates. On or prior to During the date the first Placement Notice is given pursuant to term of this Agreement, each time Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction and each time the Company (i) files the Prospectus Prospectuses relating to the Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l) or (B) a supplement or amendment that relates to an offering of securities other than the Shares) by means of a post-effective amendment, sticker, amendment or supplement, supplement but not by means of incorporation of document(s) by reference in to the Registration Statement or the Prospectus Prospectuses relating to the Shares; (ii) files or amends an annual report on Form 1040-K under the Exchange Act F (including any Form 1040-KF/A containing amended financial information or a material amendment to the previously filed Form 1040-KF); (iii) files a quarterly report or amends interim financial statements on Form 106-Q under the Exchange ActK; (iv) files a report on Form 8-K containing amended financial information (other than information “furnished” delivers Shares pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Acta Terms Agreement; or (v) at any other time reasonably requested by the Sales Agent (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) and at any time as reasonably requested by Agent of request pursuant to clause (v) above shall be a “Representation Date”); , the Company shall furnish the Sales Agent within two (2) Trading Days after each Representation Date (but in the case of clause (iv) above only if Agent reasonably determines that the information contained in such Form 8-K is material) with the certificate a certificate, in the form attached hereto as Exhibit 7(mincluded in Section 4(d), and, if requested, a certificate pursuant to Section 4(l), upon execution of this Agreement and on each Representation Date. The requirement to provide the certificate certificates under this Section 7(m3(p) shall be automatically waived for any Representation Date occurring at a time at which no Placement Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement an Agency Transaction Notice hereunder (which for such calendar quarter shall be considered a Representation Date), Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction ) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or any amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent with a certificate certificates under this Section 7(m3(p), then before the Company delivers the Placement Agency Transaction Notice or the Sales Agent sells any Shares in an Agency Transaction, or on the applicable Settlement Date with respect to a Principal TransactionShares, the Company shall provide the Sales Agent with a certificate, in the form attached hereto as Exhibit 7(mincluded in Section 4(d), and, if requested, a certificate pursuant to Section 4(l), each dated the date of the Placement Notice for such Agency Transaction or the Settlement Date of such Principal Transaction, as applicableNotice.

Representation Dates; Certificates. On or prior to the date the first Placement Notice is given pursuant to this Agreement, each time Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction and each time the Company (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l7(k) or (B) a supplement or amendment that relates to an offering of securities other than the Shares) by means of a post-effective amendment, sticker, or supplement, but not by means of incorporation of document(s) by reference in into the Registration Statement or the Prospectus relating to the Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K) (each date of filing of the Company’s Annual Report on Form 10-K shall be a “10-K Representation Date”); (iii) files a quarterly report on Form 10-Q under the Exchange Act; (iv) files a report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; or (v) at any other time reasonably requested by Agent (each date of filing of one or more of the documents referred to in clauses (i) through (iv) and at any time as reasonably requested by Agent pursuant to this clause (v) shall be a “Representation Date”); the Company shall furnish Agent within two three (23) Trading Days after each Representation Date (but in the case of clause (iv) above only if Agent reasonably determines that the information contained in such Form 8-K is material) with the certificate certificates in the form forms attached hereto as Exhibit 7(m)7(l)-1, Exhibit 7(l)-2 and Exhibit 7(l)-3. The requirement to provide the certificate certificates under this Section 7(m7(l) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of (A) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date), (B) Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction and (C) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver and did not provide Agent with a certificate certificates under this Section 7(m7(l), then before the Company delivers the Placement Notice or Agent sells any Shares in an Agency Transaction, or on the applicable Settlement Date with respect to a Principal Transaction, the Company shall provide Agent with a certificatecertificates, in the form attached hereto as Exhibit 7(m)7(l)-1, Exhibit 7(l)-2 and Exhibit 7(l)-3, dated the date of the Placement Notice for such Agency Transaction or the Settlement Date of such Principal Transaction, as applicable.

Representation Dates; Certificates. On the date of this Agreement and on or prior to the date that the first Placement Notice is given Shares are sold pursuant to the terms of this Agreement, each time Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction Agreement or any Confirmation or Terms Agreement and (A) each time the Company (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l7(m) or (B) a supplement or amendment that relates to an offering of securities other than the Sharesthis Agreement) by means of a post-effective amendment, sticker, sticker or supplement, supplement but not by means of incorporation of document(s) documents by reference in into the Registration Statement or the Prospectus relating to the Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K)Act; (iii) files a quarterly report its Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a report Current Report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of K, and other than a report on Form 8-K relating to containing financial information of a tenant of the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144Company or its subsidiaries) under the Exchange Act; or Act and (vB) at any other time upon a Suspension Rescission Date and as reasonably requested by Agent (each date of filing of one or more of the documents referred to in clauses (i) through (iv) above and at any time as reasonably requested by Agent pursuant Suspension Rescission Date referred to in clause (vB) shall be a “Representation Date”); the Company shall furnish Agent within two (2) Trading Days after each Representation Date (but in the case of clause (iv) above only if Agent reasonably determines that the information contained in such Form 8-K is material) Agents and Forward Purchasers with the certificate a certificate, in the form attached hereto as Exhibit 7(m)7(n) within three (3) Trading Days of any Representation Date if requested by any Agent, Forward Purchaser or its counsel. The requirement to provide the a certificate under this Section 7(m7(n) shall be automatically is hereby waived for any Representation Date occurring at a time at which no Placement Notice is pending or at which no Confirmation or Terms Agreement is pendingoutstanding, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder or enters into a Confirmation or Terms Agreement (which which, in each case for such calendar quarter quarter, shall be considered a Representation Date), Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction ) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date referred to in clause (A)(i) and (ii) of this Section 7(n); provided further, however, that the obligation of the Company under this Section 7(n) shall be deferred during any Suspension Period and shall recommence upon any Suspension Rescission Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver and did not provide Agent the Agents and Forward Purchasers with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice, executes a Terms Agreement or Confirmation Notice or any Agent sells any Shares in an Agency Transaction, or on the applicable Settlement Date with respect (whether as Placement Shares (including Forward Hedge Shares sold pursuant to a Principal TransactionConfirmation) or Shares sold pursuant to a Terms Agreement), the Company shall provide Agent the Agents and Forward Purchasers with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of the Placement Notice for such Agency Transaction Notice, Confirmation or the Settlement Date of such Principal Transaction, as applicableTerms Agreement.

Representation Dates; Certificates. On the date of this Agreement and on or prior to the date that the first Placement Notice is given Shares are sold pursuant to the terms of this Agreement, each time Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction Agreement or any Confirmation or Terms Agreement and (A) each time the Company (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l7(m) or (B) a supplement or amendment that relates to an offering of securities other than the Sharesthis Agreement) by means of a post-effective amendment, sticker, sticker or supplement, supplement but not by means of incorporation of document(s) documents by reference in into the Registration Statement or the Prospectus relating to the Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K)Act; (iii) files a quarterly report its Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a report Current Report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of K, and other than a report on Form 8-K relating to containing financial information of a tenant of the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144Company or its subsidiaries) under the Exchange Act; or Act and (vB) at any other time upon a Suspension Rescission Date and as reasonably requested by Agent (each date of filing of one or more of the documents referred to in clauses (i) through (iv) above and at any time as reasonably requested by Agent pursuant Suspension Rescission Date referred to in clause (vB) shall be a “Representation Date”); , the Company shall furnish Agent within two the Agents and Forward Purchasers with (2x) Trading Days after each Representation Date (but a certificate, in the case of clause form attached hereto as Exhibit 7(n)(1) and (ivy) above only if Agent reasonably determines that the information contained in such Form 8-K is material) with the a certificate in the form attached hereto as Exhibit 7(m7(n)(2), in each case within three (3) Trading Days of any Representation Date if requested by any Agent, Forward Purchaser or its counsel. The requirement to provide the certificate certificates under this Section 7(m7(n) shall be automatically is hereby waived for any Representation Date occurring at a time at which no Placement Notice is pending or at which no Confirmation or Terms Agreement is pendingoutstanding, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder or enters into a Confirmation or Terms Agreement (which which, in each case for such calendar quarter quarter, shall be considered a Representation Date), Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction ) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date referred to in clause (A)(i) and (ii) of this Section 7(n); provided further, however, that the obligation of the Company under this Section 7(n) shall be deferred during any Suspension Period and shall recommence upon any Suspension Rescission Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver and did not provide Agent the Agents and Forward Purchasers with a certificate the certificates under this Section 7(m7(n), then before the Company delivers the Placement Notice, executes a Terms Agreement or Confirmation Notice or any Agent sells any Shares in an Agency Transaction, or on the applicable Settlement Date with respect (whether as Placement Shares (including Forward Hedge Shares sold pursuant to a Principal TransactionConfirmation) or Shares sold pursuant to a Terms Agreement), the Company shall provide Agent the Agents and Forward Purchasers with a certificatethe certificates, in the form forms attached hereto as Exhibit 7(m7(n)(1) and Exhibit 7(n)(2), dated the date of the Placement Notice for such Agency Transaction Notice, Confirmation or the Settlement Date of such Principal Transaction, as applicableTerms Agreement.

Representation Dates; Certificates. On or prior to During the date the first Placement Notice is given pursuant to term of this Agreement, each time Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction and each time the Company (i) files the Prospectus Prospectuses relating to the Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l) or (B) a supplement or amendment that relates to an offering of securities other than the Shares) by means of a post-effective amendment, sticker, amendment or supplement, supplement but not by means of incorporation of document(s) by reference in to the Registration Statement or the Prospectus Prospectuses relating to the Shares; (ii) files or amends an annual information form or an annual report on Form 1020-K under the Exchange Act (including any F, Form 40-F or Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report or amends interim financial statements on Form 106-Q under the Exchange ActK; (iv) files a report on Form 8-K containing amended or amends annual or interim financial information (other than information “furnished” statements pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange ActCanadian Securities Laws; or (v) at any other time reasonably requested by Agent the Agents (each date of filing of one or more of the documents referred to in clauses (i) through (iv) and at any time as reasonably requested by Agent of request pursuant to clause (v) above shall be a “Representation Date”); , the Company shall furnish Agent the Agents with certificates, in the forms included in Section 4(d), upon execution of this Agreement and within two (2) three Trading Days after each Representation Date (but in the case of clause (iv) above only if Agent reasonably determines that the information contained in such Form 8-K is material) with the certificate in the form attached hereto as Exhibit 7(m)Date. The requirement to provide the certificate certificates under this Section 7(m3(o) shall be automatically waived for any Representation Date occurring at a time at which no Placement Agency Transaction Notice or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Transaction Notice hereunder (which for such calendar quarter shall be considered a Representation Date), Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction ) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver and did not provide Agent the Agents with a certificate under this Section 7(m), 3(o) then before the Company delivers the Placement Agency Transaction Notice or Agent sells the Agents sell any Shares in an Agency Transaction, or on the applicable Settlement Date with respect to a Principal TransactionShares, the Company shall provide Agent the Agents with a such certificate, in the form attached hereto corresponding form, as Exhibit 7(mdescribed in Section 4(d), dated the date of the Placement Notice for such Agency Transaction or the Settlement Date of such Principal Transaction, as applicableNotice.