Common use of Distribution of Units Clause in Contracts

Distribution of Units. 8.1 The Underwriters shall offer the Units and the Additional Units, if any, for sale to the public directly and through banking and selling group members only as permitted by and in compliance with Applicable Securities Laws upon the terms and conditions set forth in the Supplemented Canadian Prospectus, the U.S. Prospectus and in this Agreement. Without limiting the generality of the foregoing, no Units will be offered for sale or sold in any province or territory of Canada by any Underwriter or any banking or selling group member unless such Underwriter or banking or selling group member is duly registered as a dealer under the Canadian Securities Laws of such province or territory in a category that permits the trade. For the avoidance of doubt, Deutsche Bank Securities Inc. is not acting as an underwriter of the Units or Additional Units in any province or territory of Canada and no action on the part of Deutsche Bank Securities Inc. in its capacity as an underwriter of the offering of Units or Additional Units in the United States will create any impression or support any conclusion that it is acting as an underwriter of the Units or Additional Units in any province or territory of Canada and furthermore, Manulife Securities Incorporated is not acting as an underwriter of the Units or Additional Units in any state or territory of the United States and no action on the part of Manulife Securities Incorporated in its capacity as an underwriter of the offering of Units or Additional Units in Canada will create any impression or support any conclusion that it is acting as an underwriter of the Units or Additional Units in any state or territory of the United States. Without the prior consent of BIP, the Underwriters will not solicit offers to purchase or sell the Units or the Additional Units so as to require registration of the Units or the Additional Units or filing of a prospectus, registration statement or other notice or document with respect to the distribution of the Units and the Additional Units under the laws of any jurisdiction other than the United States and the Qualifying Jurisdictions, or which could subject BIP to reporting obligations in any such jurisdiction or result in the listing of the securities of BIP on any exchange other than an exchange where such securities are listed as of the date hereof and will require each banking and selling group member to agree with the Underwriters not to so solicit or sell, provided that the Underwriters and the banking and selling groups may offer and sell Units and Additional Units outside of the Qualifying Jurisdictions and the United States if such offer and sale is conducted in compliance with the securities laws of such jurisdictions and either (i) with the prior consent of BIP or (ii) such offer and sale does not require BIP to file any prospectus or registration statement or other notice or similar document in connection with such offer and sale or subject BIP to reporting obligations in any jurisdiction or result in the listing of BIP’s securities on any exchange other than an exchange where such securities are listed as of the date hereof. The Underwriters shall be entitled to assume that the Units and the Additional Units are qualified for distribution in any province or territory within the Qualifying Jurisdictions unless the Underwriters receive notice to the contrary from BIP or the applicable Securities Commission. An Underwriter will not be liable to BIP under this Section with respect to a default by another Underwriter or any banking and selling group member appointed by another Underwriter under this Section.

Distribution of Units. 8.1 The Underwriters shall offer the Units and the Additional Units, if any, for sale to the public directly and through banking and selling group members only as permitted by and in compliance with Applicable Securities Laws Laws, upon the terms and conditions set forth in the Supplemented Canadian Prospectus, Supplement and the U.S. Prospectus and in this Agreement. Without limiting the generality of the foregoing, no Units or Additional Units will be offered for sale or sold in any province or territory of Canada by any Underwriter or any banking or selling group member unless such Underwriter or banking or selling group member is duly registered as a dealer under the Canadian Securities Laws of such province or territory in a category that permits the trade. For the avoidance of doubt, Deutsche Bank Securities Inc. is not acting as an underwriter of the Units or Additional Units in any province or territory of Canada and no action on the part of Deutsche Bank Securities Inc. in its capacity as an underwriter of the offering of Units or Additional Units in the United States will create any impression or support any conclusion that it is acting as an underwriter of the Units or Additional Units in any province or territory of Canada and furthermore, Manulife Securities Incorporated is not acting as an underwriter of the Units or Additional Units in any state or territory of the United States and no action on the part of Manulife Securities Incorporated in its capacity as an underwriter of the offering of Units or Additional Units in Canada will create any impression or support any conclusion that it is acting as an underwriter of the Units or Additional Units in any state or territory of the United StatesCanada. Without the prior consent of BIP, the The Underwriters will not solicit offers to purchase or sell the Units or the Additional Units so as to require registration of the Units or the Additional Units or filing of a prospectus, registration statement or other notice or document prospectus with respect to the distribution of the Units and the Additional Units under the laws of any jurisdiction other than the United States and the Qualifying Jurisdictions, or which could subject BIP to reporting obligations in any such jurisdiction or result in the listing of the securities of BIP on any exchange other than an exchange where such securities are listed as of the date hereof and will require each banking and selling group member to agree with the Underwriters not to so solicit or sell, provided that the Underwriters and the banking and selling groups may offer and sell Units and Additional Units outside of the Qualifying Jurisdictions and the United States if such offer and sale is conducted in compliance with the securities laws of such jurisdictions and either (i) with the prior consent of BIP or (ii) such offer and sale does not require BIP the Partnership to file any prospectus or registration statement or other notice or similar document in connection with such offer and sale or subject BIP the Partnership to reporting obligations in any jurisdiction or result in the listing of BIPthe Partnership’s securities on any exchange other than an exchange where such securities are listed as of the date hereof. The Underwriters shall be entitled to assume that the Units and the Additional Units are qualified for distribution in any province or territory within the Qualifying Jurisdictions unless the Underwriters receive notice to the contrary from BIP the Partnership or the applicable Securities Commission. An Underwriter will not be liable to BIP the Partnership under this Section with respect to a default by another Underwriter or any banking and selling group member appointed by another Underwriter under this Section.

Distribution of Units. 8.1 The Underwriters shall offer the Units and the Additional Units, if any, for sale to the public directly and through banking and selling group members only as permitted by and in compliance with Applicable Securities Laws upon the terms and conditions set forth in the Supplemented Canadian Prospectus, the U.S. Prospectus and in this Agreement. Without limiting the generality of the foregoing, no Units will be offered for sale or sold in any province or territory of Canada by any Underwriter or any banking or selling group member unless such Underwriter or banking or selling group member is duly registered as a dealer under the Canadian Securities Laws of such province or territory in a category that permits the trade. For the avoidance of doubt, Deutsche Bank Securities Inc. is not acting as an underwriter of the Units or Additional Units in any province or territory of Canada and no action on the part of Deutsche Bank Securities Inc. in its capacity as an underwriter of the offering of Units or Additional Units in the United States will create any impression or support any conclusion that it is acting as an underwriter of the Units or Additional Units in any province or territory of Canada and furthermore, Manulife Securities Incorporated is not acting as an underwriter of the Units or Additional Units in any state or territory of the United States and no action on the part of Manulife Securities Incorporated in its capacity as an underwriter of the offering of Units or Additional Units in Canada will create any impression or support any conclusion that it is acting as an underwriter of the Units or Additional Units in any state or territory of the United StatesCanada. Without the prior consent of BIP, the Underwriters will not solicit offers to purchase or sell the Units or the Additional Units so as to require registration of the Units or the Additional Units or filing of a prospectus, registration statement or other notice or document with respect to the distribution of the Units and the Additional Units under the laws of any jurisdiction other than the United States and the Qualifying Jurisdictions, or which could subject BIP to reporting obligations in any such jurisdiction or result in the listing of the securities of BIP on any exchange other than an exchange where such securities are listed as of the date hereof and will require each banking and selling group member to agree with the Underwriters not to so solicit or sell, provided that the Underwriters and the banking and selling groups may offer and sell Units and Additional Units outside of the Qualifying Jurisdictions and the United States if such offer and sale is conducted in compliance with the securities laws of such jurisdictions and either (i) with the prior consent of BIP or (ii) such offer and sale does not require BIP to file any prospectus or registration statement or other notice or similar document in connection with such offer and sale or subject BIP to reporting obligations in any jurisdiction or result in the listing of BIP’s securities on any exchange other than an exchange where such securities are listed as of the date hereof. The Underwriters shall be entitled to assume that the Units and the Additional Units are qualified for distribution in any province or territory within the Qualifying Jurisdictions unless the Underwriters receive notice to the contrary from BIP or the applicable Securities Commission. An Underwriter will not be liable to BIP under this Section with respect to a default by another Underwriter or any banking and selling group member appointed by another Underwriter under this Section.

Distribution of Units. 8.1 The Underwriters shall offer the Units and the Additional Units, if any, for sale to the public directly and or through their respective broker-dealer affiliates, agents or banking and selling group members members, in each case, only as permitted by and in compliance with Applicable Securities Laws upon the terms and conditions set forth in the Supplemented Canadian Prospectus, the U.S. Prospectus and in this Agreement. Without limiting the generality of the foregoing, no Units will be offered for sale or sold in any province or territory of Canada by any Underwriter or any banking or selling group member unless such Underwriter or banking or selling group member is duly registered as a dealer under the Canadian Securities Laws of such province or territory in a category that permits the trade. For the avoidance of doubt, Deutsche Bank each of Brookfield Financial Securities Inc. is not acting as an underwriter of the Units or Additional Units in any province or territory of Canada LP and no action on the part of Deutsche Bank Securities Inc. in its capacity as an underwriter of the offering of Units or Additional Units in the United States will create any impression or support any conclusion that it is acting as an underwriter of the Units or Additional Units in any province or territory of Canada and furthermore, Manulife Securities Incorporated is not acting as an underwriter of the Units or Additional Units in any state or territory of the United States and no action on the part of either Brookfield Financial Securities LP or Manulife Securities Incorporated in its capacity as an underwriter of the offering of Units or Additional Units in Canada will create any impression or support any conclusion that it is acting as an underwriter of the Units or Additional Units in any state or territory of the United States. Without the prior consent of BIPBBU, the Underwriters will not solicit offers to purchase or sell the Units or the Additional Units so as to require registration of the Units or the Additional Units or filing of a prospectus, registration statement or other notice or document with respect to the distribution of the Units and the Additional Units under the laws of any jurisdiction other than the United States and the Qualifying Jurisdictions, or which could subject BIP BBU to reporting obligations in any such jurisdiction or result in the listing of the securities of BIP BBU on any exchange other than an exchange where such securities are listed as of the date hereof and will require each banking and selling group member to agree with the Underwriters not to so solicit or sell, provided that the Underwriters and the banking and selling groups may offer and sell Units and Additional Units outside of the Qualifying Jurisdictions and the United States if such offer and sale is conducted in compliance with the securities laws of such jurisdictions and either (i) with the prior consent of BIP BBU or (ii) such offer and sale does not require BIP BBU to file any prospectus or registration statement or other notice or similar document in connection with such offer and sale or subject BIP BBU to reporting obligations in any jurisdiction or result in the listing of BIPBBU’s securities on any exchange other than an exchange where such securities are listed as of the date hereof. The Underwriters shall be entitled to assume that the Units and the Additional Units are qualified for distribution in any province or territory within the Qualifying Jurisdictions unless the Underwriters receive notice to the contrary from BIP BBU or the applicable Securities Commission. An Underwriter will not be liable to BIP BBU under this Section with respect to a default by another Underwriter or any banking and selling group member appointed by another Underwriter under this Section.