Common use of Compliance with Canadian Securities Laws Clause in Contracts

Compliance with Canadian Securities Laws. BIP is a reporting issuer in each of the Qualifying Jurisdictions, is not in default under the Canadian Securities Laws, and is in compliance in all material respects with its timely disclosure obligations under Canadian Securities Laws and the requirements of the Exchanges. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of any securities of BIP has been issued or made by any Securities Commission, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been instituted or are pending or, to BIP’s knowledge, are contemplated by any such authority. Any request on the part of the Securities Commissions, such other securities commission, or stock exchange or other regulatory authority for additional information in connection with the Offering has been complied with in all material respects. At the time the Canadian Supplement is filed with the Securities Commissions, and at all times subsequent thereto up to and including the last day on which Additional Units may be purchased under this Agreement, (A) the Supplemented Canadian Prospectus will comply in all material respects with the Canadian Securities Laws, and (B) the Supplemented Canadian Prospectus, any Subsequent Disclosure Documents and any amendment or supplement thereto, together with each document incorporated therein by reference, will constitute full, true and plain disclosure of all material facts relating to BIP taken as a whole, the Units and the Additional Units and will not contain a misrepresentation. Each copy of the Supplemented Canadian Prospectus provided to the Underwriters by BIP was, or will be, identical to the version thereof filed electronically by BIP with the Securities Commissions on SEDAR.

Compliance with Canadian Securities Laws. BIP The Partnership is a reporting issuer in each of the Qualifying Jurisdictions, is not in default under the Canadian Securities Laws, and is in compliance compliance, in all material respects respects, with its timely disclosure obligations under Canadian Securities Laws and the requirements of the Exchanges. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of any securities of BIP the Partnership has been issued or made by any Securities Commission, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been instituted or are pending or, to BIPthe Partnership’s knowledge, are contemplated by any such authority. Any request on the part of the Securities Commissions, such other securities commission, or stock exchange or other regulatory authority for additional information in connection with the Offering has been complied with in all material respects. At the time the Canadian Supplement is filed with the Securities Commissions, and at all times subsequent thereto up to and including the last day on which Additional Units may be purchased under this Agreement, (A) the Supplemented Canadian Prospectus will comply in all material respects with the Canadian Securities Laws, and (B) the Supplemented Canadian Prospectus, any Subsequent Disclosure Documents and any amendment or supplement thereto, together with each document incorporated therein by reference, will constitute full, true and plain disclosure of all material facts relating to BIP the Partnership taken as a whole, the Units and the Additional Units and will not contain a misrepresentation. Each copy of the Supplemented Canadian Prospectus provided to the Underwriters by BIP the Partnership was, or will be, identical to the version thereof filed electronically by BIP the Partnership with the Securities Commissions on SEDAR.

Compliance with Canadian Securities Laws. BIP is a reporting issuer in each of the Qualifying Jurisdictions, is not in default under the Canadian Securities Laws, and is in compliance in all material respects with its timely disclosure obligations under Canadian Securities Laws and the requirements of the Exchanges. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of any securities of BIP has been issued or made by any Securities Commission, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been instituted or are pending or, to BIP’s knowledge, are contemplated by any such authority. Any request on the part of the Securities Commissions, such other securities commission, or stock exchange or other regulatory authority for additional information in connection with the Offering has been complied with in all material respects. At the time the Canadian Supplement is filed with the Securities Commissions, and at all times subsequent thereto up to and including the last day on which Additional Units may be purchased under this Agreement, (A) the Supplemented Canadian Prospectus will comply in all material respects with the Canadian Securities Laws, and (B) the Supplemented Canadian Prospectus, any Subsequent Disclosure Documents and any amendment or supplement thereto, together with each document incorporated therein by reference, will constitute full, true and plain disclosure of all material facts relating to BIP taken as a whole, the Units and the Additional Units and will not contain a misrepresentation. Each copy of the Supplemented Canadian Prospectus provided to the Underwriters by BIP was, or will be, identical to the version thereof filed electronically by BIP with the Securities Commissions on SEDAR.

Compliance with Canadian Securities Laws. Each of BIPC and BIP is a reporting issuer in each of the Qualifying Jurisdictions, is not in default under the Canadian Securities Laws, and is in compliance in all material respects with its timely disclosure obligations under Canadian Securities Laws and the requirements of the Exchanges. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of any securities of BIPC or BIP has been issued or made by any Securities Commission, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been instituted or are pending or, to BIPC’s and BIP’s knowledge, are contemplated by any such authority. Any request on the part of the Securities Commissions, such other securities commission, or stock exchange or other regulatory authority for additional information in connection with the Offering has been complied with in all material respects. At the time the Canadian Prospectus Supplement is filed with the Securities Commissions, and at all times subsequent thereto thereto, up to and including the last day on which the Exchangeable Shares and the Additional Units Exchangeable Shares, if any, may be purchased under this Agreement, (A) the Supplemented Canadian Prospectus will comply in all material respects with the Canadian Securities Laws, and (B) the Supplemented Canadian Prospectus, any Subsequent Disclosure Documents Documents, the U.S. Offering Memorandum and any amendment or supplement thereto, together with each document incorporated therein by reference, will constitute full, true and plain disclosure of all material facts relating to BIP BIPC and BIP, each taken as a whole, the Units Exchangeable Shares, the Additional Exchangeable Shares and the Additional Units and will not contain a misrepresentationmisrepresentation (provided, however, that BIP and BIPC make no representations and warranties as to the information contained in or omitted from any such documents in reliance upon and in conformity with the Selling Securityholder Information). Each copy of the Supplemented Canadian Prospectus provided to the Underwriters by BIPC and BIP was, or will be, identical to the version thereof filed electronically by BIPC and BIP with the Securities Commissions on SEDAR.

Compliance with Canadian Securities Laws. BIP Each of BEPC and the Partnership is a reporting issuer in each of the Qualifying Jurisdictions, is not in default under the Canadian Securities Laws, and is in compliance compliance, in all material respects respects, with its timely disclosure obligations under Canadian Securities Laws and the requirements of the Exchanges. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of any securities of BIP BEPC or the Partnership has been issued or made by any Securities Commission, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been instituted or are pending or, to BIPBEPC’s and the Partnership’s knowledge, are contemplated by any such authority. Any request on the part of the Securities Commissions, such other securities commission, or stock exchange or other regulatory authority for additional information in connection with the Offering has been complied with in all material respects. At the time the Canadian Prospectus Supplement is filed with the Securities Commissions, and at all times subsequent thereto up to and including the last day on which the Exchangeable Shares and the Additional Units Exchangeable Shares may be purchased under this Agreement, (A) the Supplemented Canadian Prospectus will comply in all material respects with the Canadian Securities Laws, and (B) the Supplemented Canadian Prospectus, the U.S. Offering Memorandum, any Subsequent Disclosure Documents and any amendment Amendment or supplement thereto, together with each document incorporated therein by reference, will constitute full, true and plain disclosure of all material facts relating to BIP BEPC and the Partnership, each taken as a whole, the Units Exchangeable Shares, the Additional Exchangeable Shares and the Additional Units and will not contain a misrepresentation, provided, however, that BEPC and the Partnership make no representations or warranties as to the information contained in or omitted from any such documents in reliance upon and in conformity with the Selling Securityholder Information. Each copy of the Supplemented Canadian Prospectus provided to the Underwriters by BIP BEPC and the Partnership was, or will be, identical to the version thereof filed electronically by BIP BEPC and the Partnership with the Securities Commissions on SEDAR.

Compliance with Canadian Securities Laws. BIP Each of BEPC and the Partnership is a reporting issuer in each of the Qualifying Jurisdictions, is not in default under the Canadian Securities Laws, and is in compliance compliance, in all material respects respects, with its timely disclosure obligations under Canadian Securities Laws and the requirements of the Exchanges. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of any securities of BIP BEPC or the Partnership has been issued or made by any Securities Commission, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been instituted or are pending or, to BIPBEPC’s or the Partnership’s knowledge, are contemplated by any such authority. Any request on the part of the Securities Commissions, such other securities commission, or stock exchange or other regulatory authority for additional information in connection with the Offering has been complied with in all material respects. At the time the Canadian Supplement is filed with the Securities Commissions, and at all times subsequent thereto up to and including the last day on which the Exchangeable Shares and the Additional Units Exchangeable Shares, if any, may be purchased under this Agreement, (A) the Canadian Preliminary Supplement and the Supplemented Canadian Prospectus will comply in all material respects with the Canadian Securities Laws, and (B) the Canadian Preliminary Supplement, the Supplemented Canadian Prospectus, any Subsequent Disclosure Documents and any amendment or supplement thereto, together with each document incorporated therein by reference, will constitute full, true and plain disclosure of all material facts relating to BIP BEPC and the Partnership, each taken as a whole, the Units Exchangeable Shares , the Additional Exchangeable Shares, if any, and the Additional Units and will not contain a misrepresentation, provided, however, that BEPC and the Partnership make no representations or warranties as to the information contained in or omitted from any such documents in reliance upon and in conformity with the Selling Securityholders Information. Each copy of the Canadian Preliminary Supplement and the Supplemented Canadian Prospectus provided to the Underwriters by BIP BEPC and the Partnership was, or will be, identical to the version thereof filed electronically by BIP BEPC and the Partnership with the Securities Commissions on SEDAR.

Compliance with Canadian Securities Laws. BIP Each of BIPC and the Partnership is a reporting issuer in each of the Qualifying Jurisdictions, is not in default under the Canadian Securities Laws, and is in compliance in all material respects with its timely disclosure obligations under Canadian Securities Laws and the requirements of the Exchanges. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of any securities of BIP BIPC or the Partnership has been issued or made by any Securities Commission, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been instituted or are pending or, to BIPeither BIPC’s or the Partnership’s knowledge, are contemplated by any such authority. Any request on the part of the Securities Commissions, such other securities commission, or stock exchange or other regulatory authority for additional information in connection with the Offering has been complied with in all material respects. At the time the Canadian Supplement is filed with the Securities Commissions, and at all times subsequent thereto up to and including the last day on which Exchangeable Shares and Additional Units Exchangeable Shares may be purchased under this Agreement, (A) the Supplemented Canadian Prospectus will comply in all material respects with the Canadian Securities Laws, and (B) the Supplemented Canadian Prospectus, any Subsequent Disclosure Documents and any amendment or supplement thereto, together with each document incorporated therein by reference, will constitute full, true and plain disclosure of all material facts relating to BIP BIPC and the Partnership taken as a whole, the Units Exchangeable Shares, the Additional Exchangeable Shares and the Additional Units and will not contain a misrepresentation. Each copy of the Supplemented Canadian Prospectus provided to the Underwriters by BIP BIPC and the Partnership was, or will be, identical to the version thereof filed electronically by BIP BIPC and the Partnership with the Securities Commissions on SEDAR.

Compliance with Canadian Securities Laws. BIP is a reporting issuer in each of the Qualifying Jurisdictions, is not in default under the Canadian Securities Laws, and is in compliance in all material respects with its timely disclosure obligations under Canadian Securities Laws and the requirements of the Exchanges. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of any securities of BIP has been issued or made by any Securities Commission, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been instituted or are pending or, to BIP’s knowledge, are contemplated by any such authority. Any request on the part of the Securities Commissions, such other securities commission, or stock exchange or other regulatory authority for additional information in connection with the Offering has been complied with in all material respects. At the time the Canadian Supplement is filed with the Securities Commissions, and at all times subsequent thereto up to and including the last day on which Additional Units may be purchased under this Agreement, Agreement (A) the Supplemented Canadian Prospectus will comply in all material respects with the Canadian Securities Laws, and (B) the Supplemented Canadian Prospectus, any Subsequent Disclosure Documents and any amendment or supplement thereto, together with each document incorporated therein by reference, will constitute full, true and plain disclosure of all material facts relating to BIP taken as a whole, the Units and the Additional Units and will not contain a misrepresentation. Each copy of the Supplemented Canadian Prospectus provided to the Underwriters by BIP was, or will be, identical to the version thereof filed electronically by BIP with the Securities Commissions on SEDAR.

Compliance with Canadian Securities Laws. BIP BBU is a reporting issuer in each of the Qualifying Jurisdictions, is not in default under the Canadian Securities Laws, and is in compliance in all material respects with its timely disclosure obligations under Canadian Securities Laws and the requirements of the Exchanges. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of any securities of BIP BBU has been issued or made by any Securities Commission, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been instituted or are pending or, to BIP’s knowledgethe knowledge of BBU, are contemplated by any such authority. Any request on the part of the Securities Commissions, such other securities commission, or stock exchange or other regulatory authority for additional information in connection with the Offering has been complied with in all material respects. At the time the Canadian Supplement is filed with the Securities Commissions, and at all times subsequent thereto up to and including the last day on which Additional Units may be purchased under this Agreement, (A) the Supplemented Canadian Prospectus will comply in all material respects with the Canadian Securities Laws, and (B) the Supplemented Canadian Prospectus, any Subsequent Disclosure Documents and any amendment or supplement thereto, together with each document incorporated therein by reference, will constitute full, true and plain disclosure of all material facts relating to BIP BBU taken as a whole, the Units and the Additional Units and will not contain a misrepresentation. Each copy of the Supplemented Canadian Prospectus provided to the Underwriters by BIP BBU was, or will be, identical to the version thereof filed electronically by BIP BBU with the Securities Commissions on SEDAR.

Compliance with Canadian Securities Laws. BIP Each of BEPC and the Partnership is a reporting issuer in each of the Qualifying Jurisdictions, is not in default under the Canadian Securities Laws, and is in compliance compliance, in all material respects respects, with its timely disclosure obligations under Canadian Securities Laws and the requirements of the Exchanges. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of any securities of BIP BEPC or the Partnership has been issued or made by any Securities Commission, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been instituted or are pending or, to BIPBEPC’s or the Partnership’s knowledge, are contemplated by any such authority. Any request on the part of the Securities Commissions, such other securities commission, or stock exchange or other regulatory authority for additional information in connection with the Offering has been complied with in all material respects. At the time the Canadian Supplement is filed with the Securities Commissions, and at all times subsequent thereto up to and including the last day on which the Exchangeable Shares and the Additional Units Exchangeable Shares, if any, may be purchased under this Agreement, (A) the Canadian Preliminary Supplement and the Supplemented Canadian Prospectus will comply in all material respects with the Canadian Securities Laws, and (B) the Canadian Preliminary Supplement, the Supplemented Canadian Prospectus, any Subsequent Disclosure Documents and any amendment or supplement thereto, together with each document incorporated therein by reference, will constitute full, true and plain disclosure of all material facts relating to BIP BEPC and the Partnership, each taken as a whole, the Units Exchangeable Shares, the Additional Exchangeable Shares, if any, and the Additional Units and will not contain a misrepresentation, provided, however, that BEPC and the Partnership make no representations or warranties as to the information contained in or omitted from any such documents in reliance upon and in conformity with the Selling Securityholders Information. Each copy of the Canadian Preliminary Supplement and the Supplemented Canadian Prospectus provided to the Underwriters by BIP BEPC and the Partnership was, or will be, identical to the version thereof filed electronically by BIP BEPC and the Partnership with the Securities Commissions on SEDAR.

Compliance with Canadian Securities Laws. BIP is a reporting issuer At the time each Canadian Preliminary Prospectus was issued and to all relevant times thereafter, the information and statements contained in each of the Qualifying Jurisdictionssuch Canadian Preliminary Prospectus were, is not in default under the Canadian Securities Laws, are and is in compliance will be true and correct in all material respects with its timely disclosure obligations under Canadian Securities Laws and the requirements of the Exchanges. No orderdid not, ruling or determination having the effect of suspending the sale or ceasing the trading of do not and will not contain any securities of BIP has been issued or made by any Securities Commission, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been instituted or are pending or, to BIP’s knowledge, are contemplated by any such authority. Any request on the part of the Securities Commissions, such other securities commission, or stock exchange or other regulatory authority for additional information misrepresentation (as defined in connection with the Offering has been complied with in all material respects. At the time the Canadian Supplement is filed with the Securities Commissions, and at all times subsequent thereto up to and including the last day on which Additional Units may be purchased under this Agreement, (A) the Supplemented Canadian Prospectus will comply in all material respects with the applicable Canadian Securities Laws), and (B) the Supplemented Canadian Prospectusconstituted, any Subsequent Disclosure Documents constitute and any amendment or supplement thereto, together with each document incorporated therein by reference, will constitute full, true and plain disclosure of all material facts relating to BIP taken the Securities and the Company as a wholerequired by the Canadian Securities Laws. At the time the Canadian Prospectus or any amendment or supplement thereto was issued, at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), and at any time when the Canadian Prospectus is required by applicable law to be delivered in connection with sales of Securities, the Units Canadian Prospectus and the Additional Units any such amendment or supplement was, is and will be true and correct in all material respects and did not, does not and will not contain a misrepresentationany misrepresentation (as defined in applicable Canadian Securities Laws) and constituted, constitutes and will constitute full, true and plain disclosure of all material facts relating to the Securities and the Company as required by applicable Canadian Securities Laws. Each copy Canadian Preliminary Prospectus and the Canadian Prospectus and any amendments or supplements thereto, as of their respective dates, complied, comply or will comply, as applicable, in all material respects, with the Canadian Securities Laws. The representations and warranties in this subsection shall not apply to statements in or omissions from any Canadian Preliminary Prospectus or Canadian Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through Jefferies expressly for use in the Canadian Preliminary Prospectus or Canadian Prospectus. The Statutory Prospectus and the Canadian Preliminary Prospectus dated December 2, 2005 are identical except that the Canadian Preliminary Prospectus contains a different cover page, includes the following additional sections under the following captions: “Eligibility for Investment,” “Material Contracts,” “Promoters” and “Statutory Rights of Withdrawal and Recission”, includes an Auditors’ Consent and a Certificate of the Supplemented Corporation and the Promoter, includes a second sentence under the caption “Legal Matters”, refers in the auditor’s report to the Share Consolidation as being “effective prior to the closing of this initial public offering” and does not include a back cover; and the U.S. Prospectus and the Canadian Prospectus provided to will be identical except that the Underwriters by BIP wasCanadian Prospectus will contain a different cover page, or will beinclude the following additional sections under the following captions: “Eligibility for Investment,” “Material Contracts,” “Promoters” and “Statutory Rights of Withdrawal and Recission”, identical to will include an Auditors’ Consent and a Certificate of the version thereof filed electronically by BIP with Corporation and the Securities Commissions on SEDARPromoter, will include a second sentence under the caption “Legal Matters” and will not include a back cover.