The undersigned, a duly appointed officer of the Vendor, hereby certifies, in such capacity and not in their personal capacity, and following due inquiry, the below.
For the purposes of this Ethical Declaration:
“Affiliate” means with respect to any person, any person directly or indirectly Controlled by, Controlling, or under common Control, with such first-mentioned person and, in the case of a Limited Partner, includes any person that is Controlled by any Controlling person(s) of that Limited Partner.
“Conflict of Interest” includes any situation or circumstance where a Vendor Party (as defined below) (including in their personal capacities):
- has other commitments, relationships or financial interests or involvement in any legal proceeding that could or could be seen to exercise an improper influence over the objective, unbiased and impartial exercise of the methodology under which potential units will be purchased by the Purchaser; or
- has contractual or other obligations to the Purchaser that could or could be seen to have been compromised or impaired as a result of its participation in the offering of Real Property.
“Control” means, when used in respect of a specified person, the possession, directly or indirectly, of the power to manage or to direct or cause the direction of the management or policies of such person, whether through the ability to exercise voting power, by contract, by statutory authority or by discretionary management authority (including through management of a fund) or otherwise; and the words “Controlled by”, “Controlling” and similar words have corresponding meanings; provided that a person (the “first-mentioned person”) who controls a corporation (the “second-mentioned person”) shall be deemed to Control a corporation which is Controlled by the second-mentioned person and so on.
- The description of the Real Property set out in Schedule “A” is true, accurate and complete in all respects.
- The list of (i) the Vendor’s direct and indirect beneficial owners and (ii) the employees, representatives and advisors of the Vendor who will be involved in the potential acquisition of the Real Property by the Purchaser ((i) and (ii) collectively, the “Vendor Parties”) as set out in Schedule “A” is true, accurate and complete in all respects.
- Except as otherwise listed on Schedule “B”, none of the Vendor Parties has a real, potential or perceived Conflict of Interest with (i) the Purchaser, High Art Capital GP Inc., High Art Capital Inc., Ryan Roebuck, Carey Kurtin or any of their respective employees, directors, officers, advisors, representatives, Associates (as defined in the Business Corporations Act (Ontario) (the “Act”)), Affiliates or with respect to a natural person, such person’s spouse, child or other relative that has the same home as the person (“Relatives”) (the parties listed in 3(i), collectively, “High Art Parties”), or (ii) any individual or entity known by the Vendor to be a limited partner of the Purchaser, including BOF (each a, “Limited Partner”) or to the knowledge of the Vendor, any such Limited Partner’s respective directors, officers, Associates, Affiliates, Relatives, advisors, representatives or, to the extent such Vendor Party has a financial interest in a Limited Partner other than their employment relationship, any Limited Partner’s employees (collectively, and together with High Art Parties, the “Purchaser Parties”).
- None of the Vendor Parties received confidential information from any of the Purchaser Parties which, in the opinion of the Vendor, gave or could be seen to have given an unfair commercial advantage to the Vendor in the assessment and other decision-making processes of the Purchaser in considering whether or not to acquire the Real Property.
- None of the Vendor Parties:
- is the subject or target of any applicable economic sanctions laws, including: (i) any person or entity listed or published under the Anti-Terrorism Act (S.C. 2001, Chapter 41), the United Nations Suppression of Terrorism Regulations (SOR/2001–360), the Special Economic Measures Act (S.C. 1992, c. 17), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (S.C. 2000, c. 17), the Freezing of Assets of Corrupt Foreign Officials Act (S.C. 2011, c. 10), the United Nations Act (R.S.C. 1985, c. U-2), the Justice for Victims of Corrupt Foreign Officials Act (S.C. 2017, c. 21), and the Criminal Code (R.S.C., 1985, c. C-46), and any rules or regulations promulgated thereunder, or any other applicable economic sanctions laws; or (ii) a person or entity with whom it is otherwise prohibited to transact under the laws, rules and regulations listed in (i);
- has as its primary business the illegal manufacture, sale, distribution or promotion of narcotics substances or arms, or is or has been involved in terrorism;
- in the case of an individual, has been convicted of any indictable offence less than five years prior to the date hereof, whether or not such individual received a custodial sentence;
- in the case of a person other than an individual, it or any of the members of its (or its general partner’s) board of directors or its senior executive managers has been convicted of any indictable offence less than five years prior to the date hereof, whether or not such person received a custodial sentence.
- None of the Vendor Parties have engaged in any form of political lobbying to induce the Purchaser to acquire the subject property, or to influence the terms and conditions of any such purchase and none of the Purchaser Parties have engaged in any form of political lobbying to induce the Vendor to sell the subject property, or to influence the terms and conditions of any such sale.
The undersigned acknowledges that this Ethical Declaration is being relied upon by the Purchaser to complete the acquisition of the Real Property from the Vendor and to make certain attestations to the Purchaser’s lender.
