Purchased the units with knowledge of the

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Unformatted text preview: rom the day that the purchaser first had knowledge of the facts giving rise to the cause of action; and three years from the day of the transaction that gave rise to the cause of action. Saskatchewan Section 138 of The Securities Act, 1988 (Saskatchewan) provides that, subject to certain limitations, where this Memorandum, together with any amendment hereto, or any advertising or sales literature used in connection herewith, contains a misrepresentation, a purchaser who purchases the Units covered by this Memorandum or an amendment hereto, or that is referred to in the advertising or sales literature, is deemed to have relied on that misrepresentation, if it was a misrepresentation at the time of purchase, and has a right of action for damages against the issuer, the promoters and directors of the issuer, every person or company whose consent has been filed with this Memorandum or amendment hereto but only with respect to reports, opinions or statements that have been made by them, every person who signed this Memorandum or the amendment, and every person who or company that sells Units on behalf of the issuer under this Memorandum or amendment hereto or in the offering with respect to which the advertising or sales literature was disseminated; provided that: (a) no person or company is liable if the person or company proves that the purchaser purchased the Units with knowledge of the misrepresentations; and (b) in an action for damages, the defendant will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Units resulting from the misrepresentation relied on. Alternatively, where the purchaser purchased the Units from the issuer, the purchaser may elect to exercise a right of rescission against the issuer. In addition, section 138.2 of The Securities Act, 1988 (Saskatchewan) provides that where an individual makes a verbal statement to a prospective purchaser that contains a misrepresentation, relating to the Units purchased and the verbal statement is made either before or contemporaneously with the purchase of the Units, the purchaser has a right of action for damages against the individual who made the verbal statement. No action may be commenced to enforce any of the foregoing rights: (a) in the case of rescission, more than 180 days after the date of the transaction that gave rise to the cause of action; and (b) in the case of any action, other than an action for rescission, more than the earlier of (i) one year after the purchaser first had knowledge of the facts giving rise to the cause of action, or (ii) six years after the date of the transaction that gave rise to the cause of action. Manitoba Section 141.1 of the Securities Act (Manitoba) provides that where this Memorandum contains a misrepresentation, a purchaser who purchases Units offered under this Memorandum is deemed to have relied on the representation, if it was a misrepresentation at the time of purchase, and has a right of action for damages against the issuer, every director of the issuer at the date of this Memorandum, and every person or company who signed this Memorandum, or a right of rescission against the issuer. If the purchaser chooses to - 34 - exercise a right of rescission against the issuer, the purchaser has no right of action for damages as described above. The Partnership will not be liable if it proves the purchaser purchased Units with knowledge of the misrepresentation. The Partnership will not be liable for all or any portion of damages that it proves do not represent the depreciation in value of the Units as a result of the misrepresentation relied upon. In no case will the amount recoverable exceed the price at which the Units were offered. The right of action for rescission or damages described herein is in addition to and without derogation from any other right the purchaser may have at law. No action will be commenced to enforce these rights more than: (a) In the case of an action for rescission, 180 days from the day of the transaction that gave rise to the cause of action; or (b) In the case of an action for damages, the earlier of: (i) (ii) 180 days from the day that the purchaser first had knowledge of the facts giving rise to the cause of action; and two years after the day of the transaction that gave rise to the cause of action. Nova Scotia Section 138 of the Securities Act (Nova Scotia) provides that where this Memorandum or any amendment thereto or any advertising or sales literature (as defined in the Securities Act (Nova Scotia)) contains a misrepresentation, a purchaser in Nova Scotia to whom this Memorandum has been delivered and who purchases Units offered under this Memorandum will be deemed to have relied on that misrepresentation if it was a misrepresentation at the time of purchase. The purchaser has, subject as hereinafter provided, a right of action for damages against the seller and, subject to certain additional defenses, against the directors of the seller and any person who has signed this Memorandum but may elect to exercise a right of rescission agains...
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