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 Canadian 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 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 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. 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 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, 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 does not require the Partnership to file any prospectus or registration statement or other notice or document in connection with such offer and sale or subject the Partnership to reporting obligations in any jurisdiction or result in the listing of the 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 the Partnership or the applicable Securities Commission. An Underwriter will not be liable to the Partnership under this Section with respect to a default by another Underwriter under this Section. 8.2 Each of the Underwriters hereby severally represents, warrants and covenants and will require each banking and selling group member to represent, warrant and covenant to the Underwriters that: (a) other than the Canadian Supplement and the June 2016 Marketing Materials (modified as permitted by sections 9A.3(2) and 9A.3(3) of NI 44-102), it has not provided and will not without the prior written approval of the Partnership and the Representatives provide any information in respect of the Units or Additional Units to any potential investors of the Units or Additional Units resident in Canada including, without limitation: (i) marketing materials in respect of the Units or Additional Units; and (ii) a standard term sheet in respect of the Units or Additional Units; and (b) it will provide a copy of the Canadian Shelf Prospectus and any applicable shelf prospectus supplement and amendment that has been filed with any marketing materials (including the June 2016 Marketing Materials) that are provided to a potential investor of the Units or Additional Units resident in Canada. 8.3 The Underwriters propose to offer the Units and Additional Units, if any, initially at the Offering Price. After a reasonable effort has been made to sell all of the Units and Additional Units at the Offering Price, the Underwriters may subsequently reduce and thereafter change, from time to time, the price at which the Units and Additional Units are offered, provided that the Units are not at any time offered at a price greater than the Offering Price; provided that such decrease in the Offering Price will not decrease the amount of net proceeds of the Offering to the Partnership. 8.4 The Underwriters shall use their reasonable best endeavours to terminate, and cause each banking and selling group member to terminate, the distribution of the Units and the Additional Units as promptly as possible. Each of the Underwriters, within the Distribution Period, will notify the Representatives, and the Representatives will notify the Partnership, in writing, when distribution of the Units and the Additional Units has terminated. Each of the Underwriters will notify the Representatives, and the Representatives will notify the Partnership, in writing, of the number of Units and Additional Units, if any, sold in each of the Qualifying Jurisdictions as soon as possible after the distribution of the Units and Additional Units, if any, has been completed, and in any event no later than 30 days following the date on which such distribution has been completed.

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 Supplement and Prospectus, 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 CanadaCanada 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. The 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 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 the Partnership BIP to file any prospectus or registration statement or other notice or similar document in connection with such offer and sale or subject the Partnership BIP to reporting obligations in any jurisdiction or result in the listing of the PartnershipBIP’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 the Partnership BIP or the applicable Securities Commission. An Underwriter will not be liable to the Partnership 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. 8.2 Each of the Underwriters hereby severally represents, warrants and covenants and will require each banking and selling group member to represent, warrant and covenant to the Underwriters that: (a) other than the Canadian Supplement and the June November 2016 Marketing Materials (modified as permitted by sections 9A.3(2) and 9A.3(3) of NI 44-102), it has not provided and will not without the prior written approval of the Partnership BIP and the Representatives provide any information in respect of the Units or Additional Units to any potential investors of the Units or Additional Units resident in Canada including, without limitation: (i) marketing materials in respect of the Units or Additional Units; and (ii) a standard term sheet in respect of the Units or Additional Units; and (b) it will provide a copy of the Canadian Shelf Prospectus and any applicable shelf prospectus supplement and amendment that has been filed with any marketing materials (including the June November 2016 Marketing Materials) that are provided to a potential investor of the Units or Additional Units resident in Canada. 8.3 The Underwriters propose to offer the Units and Additional Units, if any, initially at the Offering Price. After a reasonable effort has been made to sell all of the Units and Additional Units at the Offering Price, the Underwriters may subsequently reduce and thereafter change, from time to time, the price at which the Units and Additional Units Units, if any, are offered, provided that the Units and Additional Units are not at any time offered at a price greater than the Offering Price; provided that such decrease in the Offering Price will not decrease the amount of the net proceeds of the Offering to the PartnershipBIP. 8.4 The Underwriters shall use their reasonable best endeavours to terminate, and cause each banking and selling group member to terminate, the distribution of the Units and the Additional Units Units, if any, as promptly as possible. Each of the Underwriters, within the Distribution Period, will notify the Representatives, and the Representatives will notify the PartnershipBIP, in writing, when distribution of the Units and the Additional Units Units, if any, has terminated. Each of the Underwriters will notify the Representatives, and the Representatives will notify the PartnershipBIP, in writing, of the number of Units and Additional Units, if any, sold in each of the Qualifying Jurisdictions as soon as possible after the distribution of the Units and Additional Units, if any, has been completed, and in any event no later than 30 days following the date on which such distribution has been completed.

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 Supplement and Prospectus, 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 CanadaCanada 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. The 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 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 the Partnership BIP to file any prospectus or registration statement or other notice or similar document in connection with such offer and sale or subject the Partnership BIP to reporting obligations in any jurisdiction or result in the listing of the PartnershipBIP’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 the Partnership BIP or the applicable Securities Commission. An Underwriter will not be liable to the Partnership 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. 8.2 Each of the Underwriters hereby severally represents, warrants and covenants and will require each banking and selling group member to represent, warrant and covenant to the Underwriters that: (a) other than the Canadian Supplement and the June 2016 September 2017 Marketing Materials (modified as permitted by sections 9A.3(2) and 9A.3(3) of NI 44-102), it has not provided and will not without the prior written approval of the Partnership BIP and the Representatives provide any information in respect of the Units or Additional Units to any potential investors of the Units or Additional Units resident in Canada including, without limitation: (i) marketing materials in respect of the Units or Additional Units; and (ii) a standard term sheet in respect of the Units or Additional Units; and (b) it will provide a copy of the Canadian Shelf Prospectus and any applicable shelf prospectus supplement and amendment that has been filed with any marketing materials (including the June 2016 September 2017 Marketing Materials) that are provided to a potential investor of the Units or Additional Units resident in Canada. 8.3 The Underwriters propose to offer the Units and Additional Units, if any, initially at the Offering Price. After a reasonable effort has been made to sell all of the Units and Additional Units at the Offering Price, the Underwriters may subsequently reduce and thereafter change, from time to time, the price at which the Units and Additional Units Units, if any, are offered, provided that the Units and Additional Units are not at any time offered at a price greater than the Offering Price; provided that such decrease in the Offering Price will not decrease the amount of the net proceeds of the Offering to the PartnershipBIP. 8.4 The Underwriters shall use their reasonable best endeavours to terminate, and cause each banking and selling group member to terminate, the distribution of the Units and the Additional Units Units, if any, as promptly as possible. Each of the Underwriters, within the Distribution Period, will notify the Representatives, and the Representatives will notify the PartnershipBIP, in writing, when distribution of the Units and the Additional Units has terminated. Each of the Underwriters will notify the Representatives, and the Representatives will notify the Partnership, in writing, of the number of Units and Additional Units, if any, sold in each of the Qualifying Jurisdictions as soon as possible after the distribution of the Units and Additional Units, if any, has been completed, and in any event no later than 30 days following the date on which such distribution has been completed.has

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 Supplement and Prospectus, 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. The 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 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 the Partnership BIP to file any prospectus or registration statement or other notice or similar document in connection with such offer and sale or subject the Partnership BIP to reporting obligations in any jurisdiction or result in the listing of the PartnershipBIP’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 the Partnership BIP or the applicable Securities Commission. An Underwriter will not be liable to the Partnership 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. 8.2 Each of the Underwriters hereby severally represents, warrants and covenants and will require each banking and selling group member to represent, warrant and covenant to the Underwriters that: (a) other than the Canadian Supplement and the June 2016 April 2015 Marketing Materials (modified as permitted by sections 9A.3(2) and 9A.3(3) of NI 44-102), it has not provided and will not without the prior written approval of the Partnership BIP and the Representatives provide any information in respect of the Units or Additional Units to any potential investors of the Units or Additional Units resident in Canada including, without limitation: (i) marketing materials in respect of the Units or Additional Units; and (ii) a standard term sheet in respect of the Units or Additional Units; and (b) it will provide a copy of the Canadian Shelf Prospectus and any applicable shelf prospectus supplement and amendment that has been filed with any marketing materials (including the June 2016 April 2015 Marketing Materials) that are provided to a potential investor of the Units or Additional Units resident in Canada. 8.3 The Underwriters propose to offer the Units and Additional Units, if any, initially at the Offering Price. After a reasonable effort has been made to sell all of the Units and Additional Units at the Offering Price, the Underwriters may subsequently reduce and thereafter change, from time to time, the price at which the Units and Additional Units Units, if any, are offered, provided that the Units and Additional Units are not at any time offered at a price greater than the Offering Price; provided that such decrease in the Offering Price will not decrease the amount of the net proceeds of the Offering to the PartnershipBIP. 8.4 The Underwriters shall use their reasonable best endeavours to terminate, and cause each banking and selling group member to terminate, the distribution of the Units and the Additional Units Units, if any, as promptly as possible. Each of the Underwriters, within the Distribution Period, will notify the Representatives, and the Representatives will notify the PartnershipBIP, in writing, when distribution of the Units and the Additional Units Units, if any, has terminated. Each of the Underwriters will notify the Representatives, and the Representatives will notify the PartnershipBIP, in writing, of the number of Units and Additional Units, if any, sold in each of the Qualifying Jurisdictions as soon as possible after the distribution of the Units and Additional Units, if any, has been completed, and in any event no later than 30 days following the date on which such distribution has been completed.

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 Supplement and Prospectus, 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 CanadaCanada 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. The 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 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 the Partnership BIP to file any prospectus or registration statement or other notice or similar document in connection with such offer and sale or subject the Partnership BIP to reporting obligations in any jurisdiction or result in the listing of the PartnershipBIP’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 the Partnership BIP or the applicable Securities Commission. An Underwriter will not be liable to the Partnership 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. 8.2 Each of the Underwriters hereby severally represents, warrants and covenants and will require each banking and selling group member to represent, warrant and covenant to the Underwriters that: (a) other than the Canadian Supplement and the June 2016 July 2019 Marketing Materials (modified as permitted by sections 9A.3(2) and 9A.3(3) of NI 44-102), it has not provided and will not without the prior written approval of the Partnership BIP and the Representatives provide any information in respect of the Units or Additional Units to any potential investors of the Units or Additional Units resident in Canada including, without limitation: (i) marketing materials in respect of the Units or Additional Units; and (ii) a standard term sheet in respect of the Units or Additional Units; and (b) it will provide a copy of the Canadian Shelf Prospectus and any applicable shelf prospectus supplement and amendment that has been filed with any marketing materials (including the June 2016 July 2019 Marketing Materials) that are provided to a potential investor of the Units or Additional Units resident in Canada. 8.3 The Underwriters propose to offer the Units and Additional Units, if any, initially at the Offering Price. After a reasonable effort has been made to sell all of the Units and Additional Units at the Offering Price, the Underwriters may subsequently reduce and thereafter change, from time to time, the price at which the Units and Additional Units Units, if any, are offered, provided that the Units and Additional Units are not at any time offered at a price greater than the Offering Price; provided that such decrease in the Offering Price will not decrease the amount of the net proceeds of the Offering to the PartnershipBIP. 8.4 The Underwriters shall use their reasonable best endeavours to terminate, and cause each banking and selling group member to terminate, the distribution of the Units and the Additional Units Units, if any, as promptly as possible. Each of the Underwriters, within the Distribution Period, will notify the Representatives, and the Representatives will notify the PartnershipBIP, in writing, when distribution of the Units and the Additional Units Units, if any, has terminated. Each of the Underwriters will notify the Representatives, and the Representatives will notify the PartnershipBIP, in writing, of the number of Units and Additional Units, if any, sold in each of the Qualifying Jurisdictions as soon as possible after the distribution of the Units and Additional Units, if any, has been completed, and in any event no later than 30 days following the date on which such distribution has been completed.

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, Laws upon the terms and conditions set forth in the Supplemented Canadian Supplement and Prospectus, 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 each of Brookfield Financial Securities LP and Manulife Securities Incorporated is not acting as an underwriter of the Units or Additional Units in any province state or territory of Canada the United States and no action on the part of Deutsche Bank either Brookfield Financial Securities LP or Manulife Securities Incorporated in its capacity as an underwriter of the offering of Units or Additional Units in the United States Canada will create any impression or support any conclusion that it is acting as an underwriter of the Units or Additional Units in any province state or territory of Canadathe United States. The Without the prior consent of BBU, 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 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 BBU to reporting obligations in any such jurisdiction or result in the listing of the securities of 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 BBU or (ii) such offer and sale does not require the Partnership BBU to file any prospectus or registration statement or other notice or similar document in connection with such offer and sale or subject the Partnership BBU to reporting obligations in any jurisdiction or result in the listing of the PartnershipBBU’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 the Partnership BBU or the applicable Securities Commission. An Underwriter will not be liable to the Partnership 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. 8.2 Each of the Underwriters hereby severally represents, warrants and covenants and will require each banking and selling group member to represent, warrant and covenant to the Underwriters that: (a) other than the Canadian Supplement and the June 2016 September 2017 Marketing Materials (modified as permitted by sections 9A.3(2) and 9A.3(3) of NI 44-102), it has not provided and will not without the prior written approval of the Partnership BBU and the Representatives provide any information in respect of the Units or Additional Units to any potential investors of the Units or Additional Units resident in Canada including, without limitation: (i) marketing materials in respect of the Units or Additional Units; and (ii) a standard term sheet in respect of the Units or Additional Units; and (b) it will provide a copy of the Canadian Shelf Prospectus and any applicable shelf prospectus supplement and amendment that has been filed with any marketing materials (including the June 2016 September 2017 Marketing Materials) that are provided to a potential investor of the Units or Additional Units resident in Canada. 8.3 The Underwriters propose to offer the Units and Additional Units, if any, initially at the Offering Price. After a reasonable effort has been made to sell all of the Units and Additional Units at the Offering Price, the Underwriters may subsequently reduce and thereafter change, from time to time, the price at which the Units and Additional Units Units, if any, are offered, provided that the Units and Additional Units are not at any time offered at a price greater than the Offering Price; provided that such decrease in the Offering Price will not decrease the amount of the net proceeds of the Offering to the PartnershipBBU. 8.4 The Underwriters shall use their reasonable best endeavours to terminate, and cause each banking and selling group member to terminate, the distribution of the Units and the Additional Units Units, if any, as promptly as possible. Each of the Underwriters, within the Distribution Period, will notify the Representatives, and the Representatives will notify the PartnershipBBU, in writing, when distribution of the Units and the Additional Units Units, if any, has terminated. Each of the Underwriters will notify the Representatives, and the Representatives will notify the PartnershipBBU, in writing, of the number of Units and Additional Units, if any, sold in each of the Qualifying Jurisdictions as soon as possible after the distribution of the Units and Additional Units, if any, has been completed, and in any event no later than 30 days following the date on which such distribution has been completed.