Common use of Sales Restrictions Clause in Contracts

Sales Restrictions. 10.1 The Underwriters shall offer the Offered Units for sale to the public, directly and through other duly qualified investment dealers and brokers (the Underwriters, their respective affiliates, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), only as permitted by applicable Securities Laws, and upon the terms and conditions set forth in the Canadian Preliminary Prospectus, the Canadian Prospectus and the Registration Statement, this Agreement and the Inter-Syndicate Agreement, at an offering price not exceeding the Unit Price set forth on the cover page of the Canadian Prospectus and the U.S. Prospectus. The Selling Firms will not solicit offers to purchase or sell the Offered Units so as to require registration of the Offered Units or filing of a prospectus with respect to the Offered Units under the laws of any jurisdiction other than the Qualifying Provinces or the United States. For the purposes of this section 10.1, the Underwriters shall be entitled to assume that the Offered Units are qualified or registered for Distribution by duly qualified investment dealers and brokers under (i) the Securities Laws of those Qualifying Provinces where a receipt or similar document for the Canadian Preliminary Prospectus and the Canadian Prospectus shall have been obtained from the applicable Qualifying Authority following the filing of the Canadian Preliminary Prospectus and the Canadian Prospectus or any Supplementary Material, and (ii) the Securities Act.

Sales Restrictions. 10.1 The Underwriters shall offer the Offered Units for sale to the public, directly and through other duly qualified investment dealers and brokers (the Underwriters, their respective affiliatesAffiliates, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), only as permitted by applicable Securities Laws, Laws and upon the terms and conditions set forth in the Canadian Preliminary Prospectus, the Canadian Prospectus Prospectuses and the Registration Statement, in this Agreement and the Inter-Syndicate Agreement, at an offering price not exceeding the Unit Price offering price set forth on the cover page of the Canadian Prospectus and the U.S. Prospectus. The Underwriters and the Selling Firms shall be entitled to offer the Offered Units outside of Canada, including offers to “qualified institutional buyers” in the United States as defined under Securities and Exchange Commission (United States) Rule 144A, if such offer is made in compliance with all applicable laws, including the requirements set forth in Schedule “A”, and provided that the Underwriters and the Selling Firms will not solicit offers to purchase or sell the Offered Units so as to require registration of the Offered Units or filing of a prospectus with respect to the Offered Units under the laws of any jurisdiction other than the Qualifying Provinces or the United StatesProvinces. For the purposes of this section paragraph 10.1, the Underwriters shall be entitled to assume that the Offered Units are qualified or registered for Distribution by duly qualified investment dealers and brokers under (i) the Securities Laws of those Qualifying Provinces where a an MRRS Decision Document, receipt or similar document for the Canadian Preliminary Prospectus and the Canadian Prospectus shall have been obtained from the applicable Qualifying Regulatory Authority following the filing of the Canadian Preliminary Prospectus and the Canadian Prospectus or any Supplementary Material, and (ii) the Securities Act.

Sales Restrictions. 10.1 11.1 The Underwriters shall offer the Offered Units Securities for sale to the public, directly and through other duly qualified investment dealers and brokers (the Underwriters, their respective affiliatesAffiliates, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), only as permitted by applicable Securities Laws, Laws and upon the terms and conditions set forth in the Canadian Preliminary Prospectus, the Canadian Prospectus Prospectuses and the Registration Statement, in this Agreement and the Inter-Syndicate Agreement, at an offering price not exceeding the Unit Price offering price set forth on the cover page of the Canadian Prospectus and the U.S. Prospectus. The Underwriters and the Selling Firms shall be entitled to offer the Offered Securities outside of Canada, including offers to “qualified institutional buyers” in the United States as defined under Securities and Exchange Commission (United States) Rule 144A, if such offer is made in compliance with all applicable laws, including the requirements set forth in Schedule “A”, and provided that the Underwriters and the Selling Firms will not solicit offers to purchase or sell the Offered Units Securities so as to require registration of the Offered Units Securities or filing of a prospectus with respect to the Offered Units Securities under the laws of any jurisdiction other than the Qualifying Provinces or the United StatesProvinces. For the purposes of this section 10.1paragraph 11.1, the Underwriters shall be entitled to assume that the Offered Units Securities are qualified or registered for Distribution by duly qualified investment dealers and brokers under (i) the Securities Laws of those Qualifying Provinces where a an MRRS Decision Document, receipt or similar document for the Canadian Preliminary Prospectus and the Canadian Prospectus shall have been obtained from the applicable Qualifying Regulatory Authority following the filing of the Canadian Preliminary Prospectus and the Canadian Prospectus or any Supplementary Material, and (ii) the Securities Act.

Sales Restrictions. 10.1 The Underwriters shall offer the Offered Units for sale to the public, directly and through other duly qualified investment dealers and brokers (the Underwriters, their respective affiliates, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), only as permitted by applicable Securities Laws, and upon the terms and conditions set forth in the Canadian Preliminary Prospectus, the Canadian Prospectus and the Registration Statement, this Agreement and the Inter-Syndicate Agreement, at an offering price not exceeding the Unit Price set forth on the cover page of the Canadian Prospectus and the U.S. Prospectus. The Selling Firms will not solicit offers to purchase or sell the Offered Units so as to require registration of the Offered Units or filing of a prospectus with respect to the Offered Units under the laws of any jurisdiction other than the Qualifying Provinces or the United States. For the purposes of this section 10.1, the Underwriters shall be entitled to assume that the Offered Units are qualified or registered for Distribution by duly qualified investment dealers and brokers under (i) the Securities Laws of those Qualifying Provinces where a receipt or similar document for the Canadian Preliminary Prospectus and the Canadian Prospectus shall have been obtained from the applicable Qualifying Authority following the filing of the Canadian Preliminary Prospectus and the Canadian Prospectus or any Supplementary Material, and (ii) the Securities Act. Pengrowth Energy Trust 10.2 Notwithstanding the foregoing provisions of this section 10, no Underwriter shall be liable to the Trust, the Manager or the Corporation under this section 10 as a result of the violation by another Underwriter or Selling Firm of the provisions of this section 10, if the Underwriter first mentioned is not itself also in violation.