Contractual Right of Rescission Clause Samples

A Contractual Right of Rescission allows one or both parties to a contract to unilaterally cancel the agreement under specified conditions. Typically, this right is exercised within a defined period after the contract is signed or upon the occurrence of certain events, such as misrepresentation or failure to meet agreed-upon terms. The core function of this clause is to provide a clear and agreed-upon mechanism for ending the contract, thereby protecting parties from being bound to unfavorable or unfair agreements.
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Contractual Right of Rescission. In the event that the short form prospectus (the “Prospectus”) of the Corporation dated September 15, 2011 qualifying the distribution of the 5.75% Debentures, or any amendment thereto, contains a misrepresentation (as defined under applicable securities laws), original purchasers of the 5.75% Debentures that have exercised the conversion privilege described in Section 2.1(f) hereof and converted their 5.75% Debentures into Common Shares will have a contractual right of rescission against the Corporation entitling them to receive from the Corporation, upon surrender to the Corporation of the Common Shares (including any Make Whole Shares) issued upon such conversion, the amount paid for such 5.75% Debentures, provided that such right of recession is exercised within 180 days of the date of purchase of the 5.75% Debentures under the Prospectus. The foregoing contractual right of rescission shall be subject to the defences described under section 130 of the Securities Act (Ontario), which is incorporated herein by reference, mutatis mutandis, and any other defence or defences available to the Corporation under applicable laws, rules and instruments. No action shall be commenced to enforce the foregoing right of rescission more than 180 days after the date of purchase of the 5.75% Debentures under the Prospectus.
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Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In the event that a Special Warrantholder who acquires the Underlying Securities is or becomes entitled under applicable securities laws in the Designated Provinces to the remedy of rescission by reason of the Prospectus to be filed by the Corporation in connection herewith or any amendment thereto containing a misrepresentation, such holder shall, subject to available defences and any limitation period applicable securities laws in the Designated Provinces, be entitled to rescission not only of the Special Warrantholder’s deemed exercise of its Special Warrants but also of the private placement transaction pursuant to which the Special Warrants were initially acquired, and shall be entitled in connection with such rescission to a full refund from the Corporation of the subscription amount paid on the acquisition of the Special Warrants. In the event such Special Warrantholder is a permitted assignee of the interest of the original purchaser of the Special Warrants, such permitted assignee shall be entitled to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right extended by the Corporation (but specifically not by the Agent or the Special Warrant Agent) to the Special Warrantholders, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise of the Special Warrants and are in addition to any other right or remedy available to a holder of Special Warrants under section 203 of the Securities Act or equivalent provisions of applicable securities laws in the Designated Provinces, or otherwise at law. The foregoing contractual rights of action for rescission shall be subject to the defences described under section 203 of the Securities Act which is incorporated herein by reference and any other defence or defences available to the Corporation under applicable laws. Should a holder of Special Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back ...
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Contractual Right of Rescission. The Subscription Agreements shall contain a contractual right of rescission granted by the Company to the Purchasers in respect of misrepresentations in the Preliminary Qualification Prospectus, the Final Qualification Prospectus and any Supplementary Material.
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Contractual Right of Rescission. In the event that a Purchaser who acquires Underlying Shares and Underlying Warrants upon the conversion of the Subscription Receipts is or becomes entitled under Canadian Securities Laws to the remedy of rescission by reason of a misrepresentation in the Final Prospectus, or any Supplementary Material, the Corporation hereby agrees that such holder shall, subject to available defences and any limitation period under Canadian Securities Laws, be entitled to rescission not only of the holder’s conversion of its Subscription Receipts, but also of the private placement transaction under this Agreement pursuant to which the Subscription Receipts were initially acquired (i.e. the Offering), and shall be entitled in connection with such rescission to a full refund of all consideration paid to the Corporation on the acquisition of the Subscription Receipts. The Corporation agrees that the foregoing rights shall be contained in the Subscription Receipt Agreement and described in the Preliminary Prospectus, the Final Prospectus and any Supplementary Material, and the Corporation agrees to and shall comply with such contractual right of rescission.
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Contractual Right of Rescission. In the event that the amended and restated prospectus supplement dated January 30, 2014 (amending and restating the prospectus supplement dated January 28, 2014) to its base shelf prospectus dated February 12, 2013 filed with the Canadian securities regulatory authority in each Province of Canada (the “Prospectus”) qualifying the distribution of the Series 1 Debentures, or any amendment thereto, contains a misrepresentation (as defined under applicable securities laws), original purchasers of the Series 1 Debentures that have exercised the conversion privilege described in Section 3 of Schedule A and converted their Series 1 Debentures into Common Shares will have a contractual right of rescission against the Company entitling them to receive from the Company, upon surrender to the Company of the Common Shares issued upon such conversion, the amount paid for such Series 1 Debentures, provided that such right of rescission is exercised within 180 days of the date of purchase of the Series 1 Debentures under the Prospectus. The foregoing contractual right of rescission shall be subject to the defences available to the Company under applicable laws, rules and instruments. No action shall be commenced to enforce the foregoing right of rescission more than 180 days after the date of purchase of the Series 1 Debentures under the Prospectus.
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Contractual Right of Rescission. Original Canadian purchasers of Convertible Units (“Original Purchasers”) will have a contractual right of rescission against the Fund following the issuance of the Class A Units, Class U Units, Class D Units or Class E Units, as applicable, to such Original Purchasers upon the conversion of the Convertible Units. The contractual right of rescission will entitle such Original Purchasers to receive the amount paid for the applicable Convertible Unit upon surrender of the Class A Unit, Class U Unit, Class D Unit or Class E Unit issued upon the conversion of the applicable Convertible Unit, in the event that the Prospectus contains a misrepresentation (within the meaning of the Securities Act), provided that: (i) the conversion takes place within 180 days of the date of the purchase under the Prospectus of the applicable Convertible Unit; and (ii) the right of rescission is exercised within 180 days of the date of the purchase under the Prospectus of the applicable Convertible Unit. This contractual right of rescission shall be subject to the defences, limitations and other provisions described under part XXIII of the Securities Act, and is in addition to any other right or remedy available to Original Purchasers under section 130 of the Securities Act or otherwise at law. Original Purchasers are further advised that in certain provinces the statutory right of action for damages in connection with a prospectus misrepresentation is limited to the amount paid for the applicable convertible security that was purchased under a prospectus.
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Contractual Right of Rescission. Upon any transfer of Subscription Receipts in accordance with the provisions of this Agreement, the Corporation shall covenant and agree with the Subscription Receipt Agent, on behalf of the transferee holder and with the transferee holder, that the transferee holder is a permitted assignee of the transferring holder and is entitled to the benefit of the covenant and agreement of the Corporation set forth in Section 5.7 herein and to be set forth under the heading “Contractual Right of Rescission” in the Prospectus subject, in each case, to the restrictions and limitations described thereunder. Should a holder of Subscription Receipts exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, the Subscription Receipt Agent shall not be responsible for ensuring the Subscription Receipts or the conversion of Subscription Receipts is cancelled and a refund of the holder’s funds is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation shall instruct the Subscription Receipt Agent in writing, to cancel the Subscription Receipts or conversion transaction and to cause the cancellation of any Underlying Securities on the appropriate registers, which may have already been issued upon the Subscription Receipt conversion.
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Contractual Right of Rescission. In the event that the prospectus of the Company qualifying the distribution of the Common Shares issuable upon the conversion of the 6.25% Debentures (including the documents incorporated by reference therein) or any amendment thereto (the “Prospectus”), contains a misrepresentation (as defined under Canadian Securities Legislation) or was not delivered to a purchaser of 6.25% Debentures in accordance with Canadian Securities Legislation, holders of the 6.25% Debentures that have exercised the conversion privilege described in this Article IX and converted their 6.25% Debentures into Common Shares will have a contractual right of rescission against the Company entitling them to receive from the Company, upon surrender to the Company of the Common Shares issued upon such conversion, the amount paid for the 6.25% Debentures, provided that such right of rescission is exercised within 180 days of the date of the purchase of the 6.25% Debentures under the Prospectus. The foregoing contractual right of rescission shall be subject to the defences described under the Securities Act (Alberta), which is incorporated herein by reference, mutatis mutandis, and any other defence or defences available to the Company under Canadian Securities Legislation. No action shall be commenced to enforce the foregoing right of rescission more than 180 days after the date of purchase of the 6.25% Debentures under the Prospectus. The Canadian Trustee shall not be responsible for ensuring the 6.25% Debentures are returned to the holder. In such cases, the holder shall seek a return directly from the Canadian and subsequently, the Company, upon surrender to the Company or the Canadian Trustee of any underlying Common Shares or other securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Canadian Trustee in writing, to cancel the conversion transaction and any such underlying Common Shares or other securities on the register, which may have already been issued upon the conversion. In the event that any payment is received from the Company by virtue of the holder being a shareholder for such Common Shares that were subsequently rescinded, such payment must be returned to the Company by such holder. The Canadian Trustee shall not be under any duty or obligation to take any steps to ensure or enforce the return of the funds pursuant to this section, nor shall the Canadian Trustee be in any other way responsible in the event tha...
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Related to Contractual Right of Rescission

  • Right of Rescission Customer may rescind this Agreement within three (3) business days after receiving this Agreement by contacting Clearview Energy by phone or in writing. This Agreement is not legally binding until the rescission period has expired and you have not, directly or indirectly, rescinded your selection. The Customer is liable for all Clearview Energy charges until the Customer returns to the EDC or another supplier.

  • Right of Revocation Guarantor understands and agrees that Guarantor may revoke its future obligations under this Guaranty at any time by giving Bank written notice that Guarantor will not be liable hereunder for any indebtedness or obligations of Borrower incurred on or after the effective date of such revocation. Such revocation shall be deemed to be effective on the day following the day Bank receives such notice delivered either by: (a) personal delivery to the address and designated department of Bank identified in subparagraph 1(a) above, or (b) United States mail, registered or certified, return receipt requested, postage prepaid, addressed to Bank at the address shown in subparagraph 1 (a) above. Notwithstanding such revocation, Guarantor shall remain liable on its obligations hereunder until payment in full to Bank of (x) all of the Guaranteed Indebtedness that is outstanding on the effective date of such revocation, and any renewals and extensions thereof, and (y) all loans, advances and other extensions of credit made to or for the account of Borrower on or after the effective date of such revocation pursuant to the obligation of Bank under a commitment or agreement made to or with Borrower prior to the effective date of such revocation. The terms and conditions of this Guaranty, including without limitation the consents and waivers set forth in paragraph 7 hereof, shall remain in effect with respect to the Guaranteed Indebtedness described in the preceding sentence in the same manner as if such revocation had not been made by Guarantor.

  • Right of Recovery KFHPWA has the right to recover excess payment whenever it has paid allowable expenses in excess of the maximum amount of payment necessary to satisfy the intent of this provision. KFHPWA may recover excess payment from any person to whom or for whom payment was made or any other issuers or plans. Questions about Coordination of Benefits? Contact the State Insurance Department.

  • Right of Set-off Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

  • No Right of Set-Off The Trustee waives any right of set-off or any right, title, interest or claim of any kind that the Trustee may have against the Property held in the Trust Account. In the event the Trustee has a claim against the Company under this Agreement, including, without limitation, under Section 3(b), the Trustee will pursue such claim solely against the Company and not against the Property held in the Trust Account.