Integrity Clauses

• Leasing
  • Offerors Conduct and Certification
  • Lessors Conduct and Certification
• Acquisitions and Disposals
  • Purchaser's Warranties as to Conduct
  • Vendor's Warranties as to Conduct
• Commercial Retail Lettings
  • Tenants Conduct and Certifications

Background

Leasing

Offeror's Conduct and Certifications

1. Offerors must respond to this Offer to Lease in an honest, fair and comprehensive manner that accurately reflects their capacity to satisfy the requirements stipulated in the Lease Documentation Package and submit an Offer to Lease and enter into a Lease only if they will fulfill all their obligations herein.
2. For the purpose of this clause:
   1. business concerns, organizations and individuals are Offeror's "Affiliates" if, directly or indirectly:

      (aa) either one controls, or has the power to control, the other, or

      (bb) a third party has the power to control both.

   2. Indicia of "Control" include: interlocking management or ownership, identity of interests among family members, shared facilities and equipment, common use of employees, or a business entity created following the acts or convictions specified in this clause which has the same or similar management, ownership, or principal employees as the case may be.
   3. "Parent" means a parent corporation within the meaning assigned by subsection 87(1.4) of the Income Tax Act.
   4. "Subsidiary" means a subsidiary wholly owned corporation with the meaning assigned by subsection 87 (1.4) of the Income Tax Act.
3. By signing and submitting an Offer to Lease, the Offeror certifies that neither the Offeror nor any of the Offeror's Parents, Subsidiaries or Affiliates has directly or indirectly, paid or agreed to pay, and will not, directly or indirectly, pay or agree to pay a contingency fee to any individual for the solicitation, negotiation or obtaining of this Lease if the payment of the fee would require the individual to file a return under section 5 of the Lobbying Act.
4. By signing and submitting an Offer to Lease, the Offeror certifies that, except for those offences where a criminal pardon or a record suspension has been obtained or capacities restored by the Governor in Council, as further described hereinafter, neither the Offeror nor any of the Offeror's Parents, Subsidiaries or Affiliates has ever been convicted of an offence under any of the following provisions:
   1. section 45 (Conspiracies, agreements or arrangements between competitors), 46 (Foreign directives) 47 (Bid rigging), 49 (Agreements or arrangements of federal financial institutions), 52 (False or misleading representation), 53 (Deceptive notice of winning a prize) under the Competition Act, or
   2. section 121 (Frauds on the government and Contractor subscribing to election fund), section 124 (Selling or Purchasing Office), section 380 (Fraud) for fraud committed against Her Majesty or section 418 (Selling defective stores to Her Majesty) of the Criminal Code of Canada, or
   3. section 462.31 (Laundering proceeds of crime) or sections 467.11 to 467.13 (Participation in activities of criminal organization) of the Criminal Code of Canada, or
   4. paragraph 80(1)(d) (False entry, certificate or return), subsection 80(2) (Fraud against Her Majesty) or section 154.01 (Fraud against Her Majesty) of the Financial Administration Act, or
   5. section 239 (False or deceptive statements) of the Income Tax Act, or
   6. section 327 (False or deceptive statements) of the Excise Tax Act, or
   7. section 3 (Bribing a foreign public official) of the Corruption of Foreign Public Officials Act (S.C. 1998, c.34), or
   8. section 5 (Trafficking in substance), section 6 (Importing and exporting), or section 7 (Production of substance) of the Controlled Drugs and Substances Act.

      In circumstances where a criminal pardon or a record suspension has been obtained or capacities restored by the Governor in Council for offences other than sections 121, 124, 380 for fraud committed against Her Majesty or 418 of the Criminal Code or offences under the Financial Administration Act, the Offeror must provide with its Offer to Lease a certified copy of confirming documentation from an official source.

5. By signing and submitting an Offer to Lease, the Offeror certifies that it is aware, and that its Parents, Subsidiaries and Affiliates are aware, that the Lessee may verify the information provided by the Offeror, including the information relating to the convictions specified in this clause, through independent research, use of any government resources or by contacting third parties.
6. Offerors must submit the following:
   1. as part of their Offer to Lease, a complete list of names of the following entities, according to the ownership nature of the Offeror:

      (aa) for a Corporation or Joint Stock Company - each current member of the Offeror's Board of Directors;

      (bb) for a Partnership, General Partnership or Limited Partnership - the names of all current partners;

      (cc) for a Sole Proprietorship or an individual doing business under a firm name - the name of the sole proprietor or individual;

      (dd) for a Joint Venture - the names of all current members of the joint venture; and

      (ee) for an Individual - the full name of the person.

      Further, Offerors must diligently maintain the list up-to-date by informing the Lessee in writing of any change occurring either during the validity period of the Offer or during the period of the Lease, including extensions; and

   2. upon the request of the Lessee, and within the timeframe stipulated, a properly signed and completed consent form, as set forth in the following Appendix "B" entitled "Consent to a Criminal Record Verification", for any individuals(s) named in the list provided by the Offeror.
7. The Lessee may reject an Offer to Lease if, with respect to current or prior transactions with the Government of Canada:
   1. the Offeror is bankrupt or where, for whatever reason, its activities are rendered inoperable for an extended period;
   2. evidence, satisfactory to the Lessee, of failure to comply with any law protecting individuals against any manner of discrimination, has been received with respect to the Offeror, any of its employees or any subcontractor included as part of the Lease Documentation Package;
   3. the Lessee has exercised, or intends to exercise, its contractual remedies of suspension or termination for default with respect to a Real Property transaction or a contract with the Offeror, any of its employees or any subcontractor included as part of the Lease Documentation Package; or
   4. the Lessee determines that the Offeror's performance on other Real Property transactions or contracts, including its efficiency and workmanship, the extent to which the Offeror diligently and effectively fulfilled all of its obligations, is sufficiently poor to jeopardize the successful completion of this requirement.
8. Where the Lessee intends to reject an Offer to Lease pursuant to a provision of subsection (g), the Lessee will inform the Offeror and provide the Offeror five (5) working days within which to make written representations as to why their Offer should not be rejected before making a final decision on the rejection of the Offer to Lease.
9. Offerors understand that, to ensure fairness, openness and transparency in this Real Property acquisition process, the commission of certain acts or offences will render them ineligible to enter into a Lease, subject to the provisions of subsection (d). The Lessee will declare non-responsive any Offer in respect of which the Lessee, in its sole and absolute discretion, ascertains and determines that:
   1. the information herein requested is missing or inaccurate,
   2. the information contained in the Offeror's certifications is false;
   3. the Offeror fails to deliver to the Lessee in a timely fashion the Consent to a Criminal Record Verification form(s) requested by the Lessee; or
   4. the Offeror otherwise delays or obstructs the efforts of the Lessee to determine the veracity of the Offeror's certifications herein.

      The Offeror and the Offeror's Parents, Subsidiaries and Affiliates are required to be free and clear of any convictions specified in this clause and to remain free and clear of the same convictions for the term of the Lease, including any extension. If it is determined, after entering into a Lease, that the information contained in the Offeror's certifications is false, the Lessee, in addition to any other remedies that may be available, will have the right to terminate the Lease for default.

10. The Offeror understands that the Lessee may enter in a transaction outside of the present Offer to Lease process with an Offeror who has been convicted of an offense mentioned under paragraphs d) or i) enumerating infractions hereinabove, or who is affiliated with someone who has been convicted of an offense mentioned under paragraphs d) or i) enumerating infractions hereinabove, when required to do so by law or legal proceedings, or when the Lessee considers it necessary to the public interest for reasons which include, but are not limited to:
    1. When only one entity is capable of performing the Offer to Lease Agreement;
    2. Emergency;
    3. National security;
    4. Health and safety;
    5. Economic harm;

       The Lessee reserves the right to impose additional conditions or measures to ensure the integrity of the Offer to Lease.

Lessors Conduct and Certification

1. The Lessor must comply with all the terms and fulfill all the obligations set out in this clause for the duration of the Lease and any extensions.
2. For the purpose of this clause:
   1. business concerns, organizations and individuals are Lessor’s “Affiliates” if, directly or indirectly:

      (aa) either one controls, or has the power to control, the other, or

      (bb) a third party has the power to control both.

   2. Indicia of “Control” include: interlocking management or ownership, identity of interests among family members, shared facilities and equipment, common use of employees, or a business entity created following the acts or convictions specified in this clause which has the same or similar management, ownership, or principal employees as the case may be.
   3. “Parent” means a parent corporation within the meaning assigned by subsection 87(1.4) of the Income Tax Act.
   4. “Subsidiary” means a subsidiary wholly owned corporation with the meaning assigned by subsection 87 (1.4) of the Income Tax Act.
3. By entering into this lease, the Lessor certifies that neither the Lessor nor any of the Lessor's Parents, Subsidiaries or Affiliates have, directly or indirectly, paid or agreed to pay, and will not, directly or indirectly, pay or agree to pay a contingency fee to any individual for the solicitation, negotiation or obtaining of this lease if the payment of the fee would require the individual to file a return under section 5 of the Lobbying Act.
4. By entering into this lease, the Lessor certifies that, except for those offences where a criminal pardon or a record suspension has been obtained, or capacities restored by the Governor in Council as further described hereinafter, neither the Lessor nor any of the Lessor's Parents, Subsidiaries or Affiliates has ever been convicted of an offence under any of the following provisions:
   1. section 45 (Conspiracies, agreements or arrangements between competitors), section 46 (Foreign directives), section 47 (Bid rigging), section 49 (Agreements or arrangements of federal financial institutions), section 52 (False or misleading representation), section 53 (Deceptive notice of winning a prize) under the Competition Act, or
   2. section 121 (Frauds on the government and Contractor subscribing to election fund), section 124 (Selling or Purchasing Office), section 380 (Fraud) for fraud committed against Her Majesty or section 418 (Selling defective stores to Her Majesty) of the Criminal Code of Canada, or
   3. section 462.31 (Laundering proceeds of crime) or sections 467.11 to 467.13 (Participation in activities of criminal organization) of the Criminal Code of Canada, or
   4. paragraph 80(1)(d) (False entry, certificate or return), subsection 80(2) (Fraud against Her Majesty) or section 154.01 (Fraud against Her Majesty) of the Financial Administration Act, or
   5. section 239 (False or deceptive statements) of the Income Tax Act, or
   6. section 327 (False or deceptive statements) of the Excise Tax Act, or
   7. section 3 (Bribing a foreign public official) of the Corruption of Foreign Public Officials Act, or
   8. section 5 (Trafficking substance), section 6 (Importing and exporting), or section 7 (Production of substance) of the Controlled Drugs and Substances Act.

      In circumstances where a criminal pardon or a record suspension has been obtained, or capacities restored by the Governor in Council for offences other than sections 121, 124, 380 (for fraud committed against Her Majesty) or 418 of the Criminal Code or offences under the Financial Administration Act, the Lessor must provide a certified copy of confirming documentation from an official source.

5. By entering into this Lease, the Lessor certifies being aware, and that its Parents, Subsidiaries and Affiliates are aware, that the Lessee may verify the information provided by the Lessor, including the information relating to the convictions specified in this clause through independent research, use of any government resources or by contacting third parties.
6. During the term of the Lease, including any extension, the Lessor must diligently update, by written notice to the Lessee, the list of names of the following entities, according to the ownership nature of the Lessor:
   1. for a Corporation or Joint Stock Company - each current member of the Lessor's Board of Directors;
   2. for a Partnership, General Partnership or Limited Partnership - the names of all current partners;
   3. for a Sole Proprietorship or an individual doing business under a firm name - the name of the sole proprietor or individual;
   4. for a Joint Venture - the names of all current members of the joint venture; and
   5. for an Individual - the full name of the person.

      Further, upon the request of the Lessee, and within the timeframe stipulated, the Lessor must provide a properly signed and completed Consent to a Criminal Record Verification Form (appended hereto as a Schedule to this Lease) for any entity named in the list provided by the Lessor.

7. The Lessee will have the right to terminate this Lease for default if at any time during the Term of the Lease, including any extension, the Lessee, in its sole and absolute discretion, ascertains and determines that:
   1. the Lessor made a false declaration in its Offer to Lease;
   2. the Lessor makes a false declaration under this Lease;
   3. the Lessor fails to diligently maintain and provide up-to-date the information requested,
   4. the Lessor fails to deliver to the Lessee in a timely fashion the Consent to a Criminal Record Verification form(s) requested by the Lessee; or
   5. the Lessor, or any of the Lessor's Parents, Subsidiaries or Affiliates fail to remain free and clear of any convictions specified in this clause during the Term of the Lease, and any extensions.

      In addition to any other remedies available to the Lessee, the Lessor agrees to immediately return any advance payments made under this Lease.

8. The Lessor understands that the Lessee may enter in a transaction outside of this present Lease with a Lessor who has been convicted of an offense mentioned under paragraphs d) or g) enumerating infractions hereinabove, or who is affiliated with someone who has been convicted of an offense mentioned under paragraphs d) or g) enumerating infractions hereinabove, when required to do so by law or legal proceedings, or when the Lessee considers it necessary to the public interest for reasons which include, but are not limited to:
   1. When only one entity is capable of performing the Lease;
   2. Emergency;
   3. National security;
   4. Health and safety;
   5. Economic harm;

      The Lessee reserves the right to impose additional conditions or measures to ensure the integrity of the Lease.

Acquisitions and Disposals

Purchaser's Warranties as to Conduct

1. For the purposes of this Section of the Agreement:
   1. business concerns, organizations and individuals are Purchaser's "Affiliates" if, directly or indirectly:

      (aa) either one controls, or has the power to control, the other; or

      (bb) a third party has the power to control both.

   2. Indicia of “Control” include: interlocking management or ownership, identity of interests among family members, shared facilities and equipment, common use of employees, or a business entity created following the acts or convictions specified hereinafter in this section which has the same or similar management, ownership, or principal employees, as the case may be.
   3. “Closing” means the closing of the purchase and sale of real property as set out in this Agreement.
   4. “Parent” means a parent corporation within the meaning assigned by subsection 87(1.4) of the Income Tax Act.
   5. “Subsidiary” means a subsidiary wholly owned corporation within the meaning assigned by subsection 87 (1.4) of the Income Tax Act.
2. By entering into this agreement, the Purchaser hereby represents and warrants to and in favour of the Vendor that as of the date of this Agreement and as at the time of Closing that neither the Purchaser, nor a Parent of the Purchaser, nor a Subsidiary of the Purchaser, nor any of its Affiliates have, directly or indirectly, paid or agreed to pay, and will not, directly or indirectly, pay or agree to pay a contingency fee to any individual for the solicitation, negotiation or obtaining of this Agreement if the payment of the fee would require the individual to file a return under section 5 of the Lobbying Act R.S.C., 1985.
3. By entering into this agreement, the Purchaser hereby represents and warrants to and in favour of the Vendor that as of the date of this Agreement and as at the time of the Closing neither the Purchaser, nor a Parent of the Purchaser, nor a Subsidiary of the Purchaser, nor an Affiliate of the Purchaser has ever been convicted of an offence under any of the following provisions of legislation:
   1. section 45 (Conspiracies, agreements or arrangements between competitors), section 46 (Foreign directives), section 47 (Bid rigging), section 49 (Agreements or arrangements of federal financial institutions), section 52 (False or misleading representation), section 53 (Deceptive notice of winning a prize) under the Competition Act; or
   2. section 121 (Frauds on the government and Contractor subscribing to election fund), section 124 (Selling or Purchasing Office), section 380 (Fraud) for fraud committed against Her Majesty or section 418 (Selling defective stores to Her Majesty), section 462.31 (Laundering proceeds of crime) or sections 467.11 to 467.13 (Participation in activities of criminal organization) of the Criminal Code of Canada; or
   3. paragraph 80(1)(d) (False entry, certificate or return), subsection 80(2) (Fraud against Her Majesty) or section 154.01 (Fraud against Her Majesty) of the Financial Administration Act;or
   4. section 239 (False or deceptive statements) of the Income Tax Act; or
   5. section 327 (False or deceptive statements) of the Excise Tax Act; or
   6. section 3 (Bribing a foreign public official) of the Corruption of Foreign Public Officials Act; or
   7. section 5 (Trafficking substance), section 6 (Importing and exporting), or section 7 (Production of substance) of the Controlled Drugs and Substances Act;

      except for those offences where a criminal pardon or a record suspension has been obtained, or capacities restored by the Governor in Council as further described hereinafter.

      In circumstances wherein a Purchaser advises that a criminal pardon or a record suspension has been obtained, or capacities restored by the Governor in Council for offences other than sections 121, 124, 380 (for fraud committed against Her Majesty) or 418 of the Criminal Code or offences under the Financial Administration Act, the Purchaser must provide a certified copy of confirming documentation from an appropriate official source providing evidence of relief, as aforesaid, from the offence conviction.

4. By entering into this agreement, the Purchaser acknowledges for itself and for any of its Parents, Subsidiaries, and Affiliates that the Vendor may verify the veracity of its aforesaid representations and warranties with regard to offences by conducting criminal records searches and otherwise obtaining information relating to the acts or convictions specified herein against the Purchaser, its Parents, Subsidiaries and Affiliates through independent research, or the use of any government resources or by contacting third parties.
5. The Purchaser must provide the following:
   1. Upon the execution of this Agreement, a complete list of names of the following entities, according to the ownership nature of the Purchaser:

      (aa) for a Corporation or Joint Stock Company - each current member of the Purchaser’s Board of Directors;

      (bb) for a Partnership, General Partnership or Limited Partnership - the names of all current partners;

      (cc) for a Sole Proprietorship or an individual doing business under a firm name - the name of the sole proprietor or individual;

      (dd) for a Joint Venture - the names of all current members of the joint venture; and

      (ee) for an Individual - the full name of the person.

   2. Upon the request of the Vendor, and within the timeframe stipulated, a properly completed and signed Consent to a Criminal Record Verification form (appended hereto as a Schedule to this agreement) for any entity named in the list provided by the Purchaser.
6. If at any time up until Closing, the Vendor, in it sole and absolute discretion, ascertains and determines that:
   1. the Purchaser’s warranties as to conduct set out in (b) and (c), aforesaid are false or otherwise inaccurate; or
   2. the Purchaser has failed to deliver, in a timely fashion, the Consent to a Criminal Record Verification as requested by the Vendor; or
   3. the Purchaser has otherwise delayed or obstructed the efforts of the Vendor to determine the veracity of the Purchaser’s representations and warranties herein;

      then the Vendor will terminate this Agreement upon citing one or more of the grounds aforesaid in a written notice of termination of this Agreement delivered to the Purchaser and/or the Purchaser’s Solicitor. The said notice of termination may be delivered electronically and will be effective upon its delivery. The parties covenant and agree that should the Vendor terminate this Agreement pursuant to its rights hereunder the Vendor shall forthwith return the Purchaser’s deposit to the Purchaser without set-off or counterclaim and without prejudice to the rights of the Vendor to exercise any other remedies at law it may have against the Purchaser.

7. The Purchaser understands that the Vendor may enter in a transaction outside of the present Agreement with a Purchaser who has been convicted of an offense mentioned under paragraphs c) or f) enumerating infractions hereinabove, or who is affiliated with someone who has been convicted of an offense mentioned under paragraphs c) or f) enumerating infractions hereinabove, when required to do so by law or legal proceedings, or when the Vendor considers it necessary to the public interest for reasons which include, but are not limited to:
   1. When only one entity is capable of performing the Agreement
   2. Emergency;
   3. National security;
   4. Health and safety;
   5. Economic harm;

      The Vendor reserves the right to impose additional conditions or measures to ensure the integrity of the Agreement.

Vendor's Warranties as to Conduct

1. For the purposes of this Section of the Agreement:
   1. business concerns, organizations and individuals are Vendor’s “Affiliates” if, directly or indirectly:

      (aa) either one controls, or has the power to control, the other; or

      (bb) a third party has the power to control both.

   2. Indicia of “Control” include: interlocking management or ownership, identity of interests among family members, shared facilities and equipment, common use of employees, or a business entity created following the acts or convictions specified hereinafter in this section which has the same or similar management, ownership, or principal employees, as the case may be.
   3. “Closing” means the closing of the purchase and sale of real property as set out in this Agreement.
   4. “Parent” means a parent corporation within the meaning assigned by subsection 87(1.4) of the Income Tax Act.
   5. “Subsidiary” means a subsidiary wholly owned corporation within the meaning assigned by subsection 87 (1.4) of the Income Tax Act.
2. By entering into this agreement, the Vendor hereby represents and warrants to and in favour of the Purchaser that as of the date of this Agreement and as at the time of Closing that neither the Vendor, nor a Parent of the Vendor nor a Subsidiary of the Vendor nor any of its Affiliates have, directly or indirectly, paid or agreed to pay, and will not, directly or indirectly, pay or agree to pay a contingency fee to any individual for the solicitation, negotiation or obtaining of this Agreement if the payment of the fee would require the individual to file a return under section 5 of the Lobbying Act R.S.C., 1985.
3. By entering into this agreement, the Vendor hereby represents and warrants to and in favour of the Purchaser that as of the date of this Agreement and as at the time of the Closing neither the Vendor, nor a Parent of the Vendor, nor a Subsidiary of the Vendor, nor an Affiliate of the Vendor has ever been convicted of an offence under any of the following provisions of legislation:
   1. section 45 (Conspiracies, agreements or arrangements between competitors), section 46 (Foreign directives), section 47 (Bid rigging), section 49 (Agreements or arrangements of federal financial institutions), section 52 (False or misleading representation), section 53 (Deceptive notice of winning a prize) under the Competition Act; or
   2. section 121 (Frauds on the government and Contractor subscribing to election fund), section 124 (Selling or Purchasing Office), section 380 (Fraud) for fraud committed against Her Majesty or section 418 (Selling defective stores to Her Majesty), section 462.31 (Laundering proceeds of crime) or sections 467.11 to 467.13 (Participation in activities of criminal organization) of the Criminal Code of Canada; or
   3. paragraph 80(1)(d) (False entry, certificate or return), subsection 80(2) (Fraud against Her Majesty) or section 154.01 (Fraud against Her Majesty) of the Financial Administration Act;or
   4. section 239 (False or deceptive statements) of the Income Tax Act; or
   5. section 327 (False or deceptive statements) of the Excise Tax Act; or
   6. section 3 (Bribing a foreign public official) of the Corruption of Foreign Public Officials Act; or
   7. section 5 (Trafficking substance), section 6 (Importing and exporting), or section 7 (Production of substance) of the Controlled Drugs and Substances Act;

      except for those offences where a criminal pardon or a record suspension has been obtained, capacities restored by the Governor in Council as further described hereinafter.

      In circumstances wherein a Vendor advises that a criminal pardon or a record suspension has been obtained, or capacities restored by the Governor in Council for offences other than sections 121, 124, 380 (for fraud committed against Her Majesty) or 418 of the Criminal Code or offences under the Financial Administration Act, the Vendor must provide a certified copy of confirming documentation from an appropriate official source providing evidence of relief, as aforesaid, from the offence conviction.

4. By entering into this agreement, the Vendor acknowledges for itself and for any of its Parents, Subsidiaries, and Affiliates that the Purchaser may verify the veracity of its aforesaid representations and warranties with regard to offences by conducting criminal records searches and otherwise obtaining information relating to the acts or convictions specified herein against the Vendor, its Parents, Subsidiaries and Affiliates through independent research, or the use of any government resources or by contacting third parties.
5. The Vendor must provide the following:
   1. upon the execution of this Agreement, a complete list of names of the following entities, according to the ownership nature of the Vendor:

      (aa) for a Corporation or Joint Stock Company - each current member of the Vendor’s Board of Directors;

      (bb) for a Partnership, General Partnership or Limited Partnership - the names of all current partners;

      (cc) for a Sole Proprietorship or an individual doing business under a firm name - the name of the sole proprietor or individual;

      (dd) for a Joint Venture - the names of all current members of the joint venture; and

      (ee) for an Individual - the full name of the person.

   2. Upon the request of the Purchaser, and within the timeframe stipulated, a properly completed and signed Consent to a Criminal Record Verification form (appended hereto as a Schedule to this agreement) for any entity named in the list provided by the Vendor.
6. If at any time up until Closing, the Purchaser, in it sole and absolute discretion, ascertains and determines that:
   1. the Vendor’s warranties as to conduct set out in (b) and (c), aforesaid are false or otherwise inaccurate; or
   2. the Vendor has failed to deliver, in a timely fashion, the Consent to a Criminal Record Verification as requested by the Purchaser; or
   3. the Vendor has otherwise delayed or obstructed the efforts of the Purchaser to determine the veracity of the Vendor’s representations and warranties herein;

      then the Purchaser will terminate this Agreement upon citing one or more of the grounds aforesaid in a written notice of termination of this Agreement delivered to the Vendor and/or the Vendor’s Solicitor. The said notice of termination may be delivered electronically and will be effective upon its delivery. The parties covenant and agree that should the Purchaser terminate this Agreement pursuant to its rights hereunder the Vendor shall forthwith return the Purchaser’s deposit to the Purchaser without set-off or counterclaim and without prejudice to the rights of the Purchaser to exercise any other remedies at law it may have against the Vendor.

7. The Vendor understands that the Purchaser may enter in a transaction outside of the present Agreement with a Vendor who has been convicted of an offense mentioned under paragraphs c) or e) enumerating infractions hereinabove, or who is affiliated with someone who has been convicted of an offense mentioned under paragraphs c) or e) enumerating infractions hereinabove, when required to do so by law or legal proceedings, or when the Purchaser considers it necessary to the public interest for reasons which include, but are not limited to:
   1. When only one entity is capable of performing the Agreement;
   2. Emergency;
   3. National security;
   4. Health and safety;
   5. Economic harm;

      The Purchaser reserves the right to impose additional conditions or measures to ensure the integrity of the Agreement.

Commercial Retail Lettings

Tenants Conduct and Certifications

1. The tenant must comply with all the terms and fulfill all the obligations set out in this clause for the duration of the Lease and any extensions.
2. For the purpose of this clause:
   1. business concerns, organizations and individuals are Tenant’s “Affiliates” if, directly or indirectly:

      (aa) either one controls, or has the power to control, the other, or

      (bb) a third party has the power to control both.

   2. Indicia of “Control” include: interlocking management or ownership, identity of interests among family members, shared facilities and equipment, common use of employees, or a business entity created following the acts or convictions specified in this clause which has the same or similar management, ownership, or principal employees as the case may be.
   3. “Parent” means a parent corporation within the meaning assigned by subsection 87(1.4) of the Income Tax Act.
   4. “Subsidiary” means a subsidiary wholly owned corporation with the meaning assigned by subsection 87 (1.4) of the Income Tax Act.
3. By entering into this agreement, the Tenant certifies that neither the Tenant nor any of the Tenant's Parents, Subsidiaries or Affiliates have, directly or indirectly, paid or agreed to pay, and will not, directly or indirectly, pay or agree to pay a contingency fee to any individual for the solicitation, negotiation or obtaining of a lease or other contracts if the payment of the fee would require the individual to file a return under section 5 of the Lobbying Act.
4. By entering into this agreement, the Tenant certifies that, except for those offences where a criminal pardon or a record suspension has been obtained, or capacities restored by the Governor in Council as further described hereinafter, neither the Tenant nor any of the Tenant's Parents, Subsidiaries or Affiliates has ever been convicted of an offence under any of the following provisions:
   1. section 45 (Conspiracies, agreements or arrangements between competitors), section 46 (Foreign directives), section 47 (Bid rigging), section 49 (Agreements or arrangements of federal financial institutions), section 52 (False or misleading representation), section 53 (Deceptive notice of winning a prize) under the Competition Act, or
   2. section 121 (Frauds on the government and Contractor subscribing to election fund), section 124 (Selling or Purchasing Office), section 380 (Fraud) for fraud committed against Her Majesty or section 418 (Selling defective stores to Her Majesty), of the Criminal Code of Canada, or
   3. section 462.31 (Laundering proceeds of crime) or sections 467.11 to 467.13 (Participation in activities of criminal organization) of the Criminal Code of Canada, or
   4. paragraph 80(1)(d) (False entry, certificate or return), subsection 80(2) (Fraud against Her Majesty) or section 154.01 (Fraud against Her Majesty) of the Financial Administration Act, or
   5. section 239 (False or deceptive statements) of the Income Tax Act, or
   6. section 327 (False or deceptive statements) of the Excise Tax Act, or
   7. section 3 (Bribing a foreign public official) of the Corruption of Foreign Public Officials Act, or
   8. section 5 (Trafficking substance), section 6 (Importing and exporting), or section 7 (Production of substance) of the Controlled Drugs and Substances Act.

      In circumstances where a criminal pardon or a record suspension has been obtained, or capacities restored by the Governor in Council for offences other than sections 121, 124, 380 (for fraud committed against Her Majesty) or 418 of the Criminal Code or offences under the Financial Administration Act, the Tenant must provide a certified copy of confirming documentation from an official source.

5. By entering into this agreement, the Tenant certifies being aware, and that its Parents, Subsidiaries and Affiliates are aware, that the Landlord may verify the information provided by the Tenant, including the information relating to the acts or convictions specified herein through independent research, use of any government resources or by contacting third parties.
6. During the term of the Lease, including any extension, the Tenant must diligently update, by written notice to the Landlord, the list of names of the following entities, according to the ownership nature of the Tenant:
   1. for a Corporation or Joint Stock Company - each current member of the Tenant’s Board of Directors;
   2. for a Partnership, General Partnership or Limited Partnership - the names of all current partners;
   3. for a Sole Proprietorship or an individual doing business under a firm name - the name of the sole proprietor or individual;
   4. for a Joint Venture - the names of all current members of the joint venture; and
   5. for an Individual - the full name of the person.

      Further, upon the request of the Landlord, and within the timeframe stipulated, the Tenant must provide a properly signed and completed Consent to a Criminal Record Verification Form (appended hereto as a Schedule to this Lease) for any entity named in the list provided by the Tenant.

7. The Tenant acknowledges and agrees that the commission of certain acts or offences shall provide the Landlord with the right to terminate this lease without any compensation of any kind whatsoever to the Tenant. The Landlord will terminate the Lease for default if, at any time during the Term of the Lease, including any extension, the Landlord, in its sole and absolute discretion, ascertains and determines that:
   1. the Tenant makes a false declaration under this Lease;
   2. the Tenant fails to diligently maintain and provide up-to-date the information requested;
   3. the Tenant fails to deliver to the Landlord in a timely fashion the Consent to a Criminal Record Verification form(s) requested by the Landlord; or
   4. the Tenant or any of the Tenant's Parents, Subsidiaries or Affiliates fail to remain free and clear of any convictions specified in this clause during the Term of the Lease, and any extension.

      The Tenant acknowledges and agrees that termination of the Lease under this clause will not restrict the Landlord’s right to exercise any other remedies that may be available against the Tenant.

8. The Tenant understands that the Lessor may enter in a transaction outside of the present Lease with a Tenant who has been convicted of an offense mentioned under paragraphs d) or g) enumerating infractions hereinabove, or who is affiliated with someone who has been convicted of an offense mentioned under paragraphs d) or g) enumerating infractions hereinabove, when required to do so by law or legal proceedings, or when the Lessor considers it necessary to the public interest for reasons which include, but are not limited to :
   1. When only one entity is capable of performing the Lease;
   2. Emergency;
   3. National security;
   4. Health and safety;
   5. Economic harm;

      The Lessor reserves the right to impose additional conditions or measures to ensure the integrity of the Lease.