Closing of the Offering. 7.1 The closing of the purchase and sale of the Initial Units provided for in this Agreement shall be completed at the offices of Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, 199 Bay Street, Suite ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ at the Closing Time. 7.2 The following are conditions precedent to the obligations of the Underwriters under this Agreement, which conditions may be waived in writing in whole or in part by the Joint Bookrunners, on behalf of the Underwriters: 7.2.1 receipt by the Underwriters of the following documents: 7.2.1.1 a favourable legal opinion, dated the Closing Date, from the REIT's Canadian counsel, Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, with respect to all such matters as the Underwriters may reasonably request relating to the distribution of the Offered Units, including, without limiting the generality of the foregoing: the creation and existence of the REIT as a trust under the Laws of the Province of Ontario; the Trustees, on behalf of the REIT, have the power and authority to own and lease property and carry on business as described in the Prospectus and to execute, deliver and perform the REIT's obligations under this Agreement; the creation, authorization, issue and sale of the Offered Units; that, in the case of the Treasury Units, upon the REIT receiving payment of the purchase price therefor, and in the case of the Welsh Offered Units, upon redemption by Welsh of the Welsh Redemption Class B Units, such REIT Units will be outstanding as fully paid and non-assessable REIT Units; that the attributes of the REIT Units are consistent in all material respects with the descriptions thereof in the Prospectus and comply with the Declaration of Trust; that the Treasury Units have been conditionally approved for listing by the Stock Exchange, subject to the fulfillment of the Standard Listing Conditions; that Computershare Investor Services Inc. has been appointed as registrar and transfer agent of the REIT Units; the enforceability of this Agreement, subject to customary qualifications and limitations; that the execution, delivery and performance by the REIT of this Agreement does not result in a material breach or violation of (i) the Declaration of Trust or (ii) the Laws of the Province of Ontario or the federal Laws of Canada applicable therein; confirming the opinion regarding the qualification of the Offered Units as qualified investments under the heading "Eligibility for Investment" in the Prospectus, subject to the qualifications, assumptions, limitations and understandings set out therein; confirming its opinions under the heading "Certain Canadian Federal Income Tax Considerations" in the Prospectus, subject to the qualifications, assumptions, limitations and understandings set out therein; that all required documents have been filed, all requisite proceedings have been taken and all legal requirements have been fulfilled by the REIT under applicable Securities Laws to qualify the Offered Units for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under the applicable laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable laws and the terms of their respective registrations; and that no consent, approval, authorization, license, order, registration, qualification or decree of or with any Governmental Authority pursuant to applicable Securities Laws in any Qualifying Jurisdiction is required for the issuance, offering, sale or delivery of the Offered Units; it is understood that such counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than the Provinces of Alberta, British Columbia, Ontario and Québec (or alternatively, make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), and all such counsel may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of public and stock exchange officials and certificates of the trustees or officers of the REIT or officers, directors or managers of the REIT Entities; 7.2.1.2 a favourable legal opinion of the REIT's counsel in Quebec, dated the Closing Date and acceptable in form and substance to the Underwriters' counsel, acting reasonably, as to compliance with the laws of the Province of Quebec relating to the use of the French language in connection with the distribution of the Offered Units; 7.2.1.3 a favourable legal opinion of the REIT's United States counsel, Shearman & Sterling LLP., dated the Closing Date and in a form and substance acceptable to the Underwriters' counsel, acting reasonably, confirming its opinion under the heading "Certain U.S. Federal Tax Considerations" in the Prospectus; 7.2.1.4 a favourable legal opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇, P.A., counsel to Welsh, dated the Closing Date, with respect to all such matters as the Underwriters may reasonably request relating to the distribution of the Welsh Offered Units, including, without limiting the generality of the foregoing: that Welsh is validly subsisting and duly registered under the laws of its jurisdiction of incorporation; that it has the power and authority to conduct its business; that this Agreement has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation of Welsh, enforceable in accordance with its terms, subject to customary qualification and limitations; that the execution, delivery and performance by Welsh of this Agreement does not result in a material breach or violation of its constating documents or organizational documents or applicable Laws; it is understood that such counsel may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of directors or officers of Welsh; 7.2.1.5 in the event that one or more Persons in the United States purchases Offered Units, a favourable legal opinion, dated the Closing Date or the Over-Allotment Closing Time, as applicable, from the REIT's United States counsel, ▇▇▇▇▇▇ and ▇▇▇▇▇▇, P.A., and addressed to the Underwriters and their counsel, in form and substance satisfactory to the Underwriters, acting reasonably, to the effect that (i) no authorization, approval or other action by, and no notice to or filing with, any United States federal governmental authority or regulatory body or, pursuant to the securities law of the State of New York, any New York governmental authority or regulatory body, or any third party that is a party to any of the Material Agreements, is required in connection with, no registration of the Offered Units is required under the U.S. Securities Act in connection with and no violation of the federal law of the United States of America or the securities law of the State of New York (including the rules and regulations promulgated thereunder or pursuant thereto) will result from (x) the offer, sale and delivery of the Offered Units to the Underwriters, or (y) the initial re-offer and resale of the Offered Units by the Underwriters through the U.S. Affiliates in the United States, provided, in each case, that the sale of the Offered Units in the United States is made in accordance with the terms set out in Schedule A hereto, it being understood that such counsel need not express its opinion with respect to any subsequent resales of the Offered Units, and
Appears in 1 contract
Sources: Underwriting Agreement
Closing of the Offering. 7.1 The closing of the purchase and sale of the Initial Units provided for in this Agreement shall be completed at the offices of Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, 199 Bay Street, Suite ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ at the Closing Time.Time.
7.2 The following are conditions precedent to the obligations of the Underwriters under this Agreement, which conditions may be waived in writing in whole or in part by the Joint Bookrunners, on behalf of the Underwriters:
7.2.1 receipt by the Underwriters of the following documents:
7.2.1.1 a favourable legal opinion, dated the Closing Date, from the REIT's Canadian counsel, Blake▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, with respect to all such matters as the Underwriters may reasonably request relating to the distribution of the Offered Units, including, without limiting the generality of the foregoing: the creation and existence of the REIT as a trust under the Laws of the Province of Ontario; the Trustees, on behalf of the REIT, have the power and authority to own and lease property and carry on business as described in the Prospectus and to execute, deliver and perform the REIT's obligations under this Agreement; the creation, authorization, issue and sale of the Offered Units; that, in the case of the Treasury Units, upon the REIT receiving payment of the purchase price therefor, and in for the case of the Welsh Offered Units, upon redemption by Welsh of the Welsh Redemption Class B Units, such REIT Offered Units will be outstanding as fully paid and non-assessable REIT Units; that the attributes of the REIT Units are consistent in all material respects with the descriptions thereof in the Prospectus and comply with the Declaration of Trust; that the Treasury Offered Units have been conditionally approved for listing by the Stock Exchange, subject to the fulfillment of the Standard Listing Conditions; that Computershare Investor Services Inc. has been appointed as registrar and transfer agent of the REIT Units; the enforceability of this Agreement, subject to customary qualifications and limitations; that the execution, delivery and performance by the REIT of this Agreement does not result in a material breach or violation of (i) the Declaration of Trust or (ii) the Laws of the Province of Ontario or the federal Laws of Canada applicable therein; confirming the opinion regarding the qualification of the Offered Units as qualified investments under the heading "Eligibility for Investment" in the Prospectus, subject to the qualifications, assumptions, limitations and understandings set out therein; confirming its opinions under the heading "Certain Canadian Federal Income Tax Considerations" in the Prospectus, subject to the qualifications, assumptions, limitations and understandings set out therein; that all required documents have been filed, all requisite proceedings have been taken and all legal requirements have been fulfilled by the REIT under applicable Securities Laws to qualify the Offered Units for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under the applicable laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable laws and the terms of their respective registrations; and that no consent, approval, authorization, license, order, registration, qualification or decree of or with any Governmental Authority pursuant to applicable Securities Laws in any Qualifying Jurisdiction is required for the issuance, offering, sale or delivery of the Offered Units; it is understood that such counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than the Provinces of Alberta, British Columbia, Ontario and Québec (or alternatively, make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), and all such counsel may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of public and stock exchange officials and certificates of the trustees or officers of the REIT or officers, directors or managers of the REIT Entities;
7.2.1.2 a favourable legal opinion of the REIT's counsel in Quebec, dated the Closing Date and acceptable in form and substance to the Underwriters' counsel, acting reasonably, as to compliance with the laws of the Province of Quebec relating to the use of the French language in connection with the distribution of the Offered Units;
7.2.1.3 a favourable legal opinion of the REIT's United States counsel, Shearman & Sterling LLP.▇▇▇▇▇▇ and ▇▇▇▇▇▇, P.A., dated the Closing Date and in a form and substance acceptable to the Underwriters' counsel, acting reasonably, confirming its opinion under the heading "Certain Certain U.S. Federal Income Tax Considerations" in the Prospectus;
7.2.1.4 a favourable legal opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇, P.A., counsel to Welsh, dated the Closing Date, with respect to all such matters as the Underwriters may reasonably request relating to the distribution of the Welsh Offered Units, including, without limiting the generality of the foregoing: that Welsh is validly subsisting and duly registered under the laws of its jurisdiction of incorporation; that it has the power and authority to conduct its business; that this Agreement has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation of Welsh, enforceable in accordance with its terms, subject to customary qualification and limitations; that the execution, delivery and performance by Welsh of this Agreement does not result in a material breach or violation of its constating documents or organizational documents or applicable Laws; it is understood that such counsel may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of directors or officers of Welsh;
7.2.1.5 in the event that one or more Persons in the United States purchases Offered Units, a favourable legal opinion, dated the Closing Date or the Over-Allotment Closing Time, as applicable, from the REIT's United States counsel, ▇▇▇▇▇▇ and ▇▇▇▇▇▇, P.A., and addressed to the Underwriters and their counsel, in form and substance satisfactory to the Underwriters, acting reasonably, to the effect that (i) no authorization, approval or other action by, and no notice to or filing with, any United States federal governmental authority or regulatory body or, pursuant to the securities law of the State of New York, any New York governmental authority or regulatory body, or any third party that is a party to any of the Material Agreements, is required in connection with, no registration of the Offered Units is required under the U.S. Securities Act in connection with and no violation of the federal law of the United States of America or the securities law of the State of New York (including the rules and regulations promulgated thereunder or pursuant thereto) will result from (x) the offer, sale and delivery of the Offered Units to the Underwriters, or (y) the initial re-offer and resale of the Offered Units by the Underwriters through the U.S. Affiliates in the United States, provided, in each case, that the sale of the Offered Units in the United States is made in accordance with the terms set out in Schedule A hereto, it being understood that such counsel need not express its opinion with respect to any subsequent resales of the Offered Units, and
Appears in 1 contract
Sources: Underwriting Agreement