Common use of Termination by Agent Clause in Contracts

Termination by Agent. The Agent may terminate its obligations hereunder, without any liability on the Agent's part, by written notice to the Corporation, in the event that after the date hereof and at or prior to the Closing Time on any Closing Date: (a) any order to cease or suspend trading in any securities of the Corporation, or prohibiting or restricting the distribution of any of the Securities is made, or proceedings are announced, commenced or threatened for the making of any such order, by any securities commission or similar regulatory authority, the Exchange or by any other competent authority, and has not been rescinded, revoked or withdrawn; (b) any inquiry, action, suit, investigation or proceeding (whether formal or informal) in relation to the Corporation or any of its directors or senior officers is announced, commenced or threatened by any Governmental Authority, the Exchange, or there is any change of law, or the interpretation or administration thereof; or any order to cease trading (including communicating with persons in order to obtain expressions of interest) in the securities of the Corporation is made by a Governmental Authority and that order is still in effect, which in the reasonable opinion of the applicable Agent operates to prevent or restrict the trading in the Common Shares or the distribution of the Debentures or which in the reasonable opinion of the applicable Agent, acting in good faith, could be expected to have a Material Adverse Effect on the market price of value of the Debentures or the Common Shares; (c) there should develop, occur or come into effect or existence any event, action, state, condition or occurrence of national or international consequence, acts of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions or any action, law, regulation or inquiry which, in the reasonable opinion of the applicable Agent, materially adversely affects or involves, or may materially adversely affect or involve, the financial markets in Canada, or the business, operations or affairs of the Corporation; (d) there occurs any material change in the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospect of the Corporation or there exists or is discovered by the Agent any material fact which is, or may be, of such a nature as to render the public information record of the Corporation within the past two years, untrue, false or misleading in a material respect or results in a misrepresentation (other than a change or fact related solely to the Agent), which in the reasonable opinion of the applicable Agent could be expected to have Material Adverse Effect on the market price or value of the Debentures or the Common Shares; (e) the Corporation is in breach of, default under or non compliance with any material representation, warranty, term or condition of this Agreement or the Subscription Agreements; (f) the state of the financial markets in any of the Offering Jurisdictions is such that in the opinion of the applicable Agent, acting reasonably, the Debentures cannot be marketed profitably; or (g) the applicable Agent becomes aware, acting reasonably, as a result of its due diligence review or otherwise, of any Material Adverse Effect with respect to the Corporation which, in the sole opinion of the applicable Agent, had not been disclosed to the public or to the Agent in writing prior to the date hereof and at or prior to the Closing Time. Any termination pursuant to the terms of this Agreement will be effected by notice in writing delivered to the Corporation, provided that no termination will discharge or otherwise affect any obligation of the Corporation under Section 9, Section 12, Section 15 and Section 16. The rights of the Agent to terminate obligations hereunder are in addition to, and without prejudice to, any other remedies it may have. The Agent may exercise any or all of the rights provided for in Section 10, Section 11 or Section 14 notwithstanding any material change, change in any material fact, event or state of facts and notwithstanding any act or thing taken or done by the Agent or any inaction by the Agent, whether before or after the occurrence of any material change, change in any material fact, event or state of facts including, without limitation, any act of the Agent related to the Offering or continued offering of the Debentures for sale. The Agent will only be considered to have waived or be estopped from exercising or relying upon any of its rights under or pursuant to Section 10, Section 11 or Section 14 if such waiver or estoppel is in writing and specifically waives or estops such exercise or reliance. All representations, warranties, terms and conditions herein or contained in certificates or documents submitted pursuant to or in connection with the transactions contemplated herein will survive the payment by the Agent for the Debentures and will continue in full force and effect for the benefit of the Agent and the Subscribers for a period of two years from the Final Closing Date regardless of any investigation by or on behalf of the Agent with respect thereto.

Termination by Agent. (a) The Agent may shall also be entitled to terminate its obligations hereunder, without any liability on obligation to purchase the Agent's part, Offered Subscription Receipts by written notice to that effect to the Corporation, in the event that after the date hereof and Corporation at or prior to the Closing Time on any or the Option Closing DateTime, as applicable, if after the date hereof and prior to the Closing Time or Option Closing Time, as applicable: (ai) there should occur any order to cease material change (as defined in the Securities Act (Ontario)) (actual, anticipated, contemplated, threatened, financial or suspend trading otherwise) in any securities the assets, liabilities (contingent or otherwise), business, affairs or operations of the CorporationCorporation and its subsidiaries, or prohibiting or restricting the distribution of any of the Securities is made, or proceedings are announced, commenced or threatened for the making of any such order, by any securities commission or similar regulatory authority, the Exchange or by any other competent authority, and has not been rescinded, revoked or withdrawn; (b) any inquiry, action, suit, investigation or proceeding (whether formal or informal) in relation to the Corporation or any of its directors or senior officers is announced, commenced or threatened by any Governmental Authority, the Exchangetaken as a whole, or there is should be discovered any change of law, previously undisclosed material fact (as defined in the Securities Act (Ontario)) (other than a material fact related solely to the Agent) required to be disclosed in the Pricing Disclosure Package or the interpretation or administration thereof; Prospectuses or any order to cease trading (including communicating with persons amendment thereto, in order to obtain expressions of interest) in the securities of the Corporation is made by a Governmental Authority and that order is still in effecteach case which, which in the reasonable opinion of the applicable Agent operates to prevent or restrict the trading in the Common Shares or the distribution of the Debentures or which in the reasonable opinion of the applicable Agent, acting in good faith, could would be expected to have a Material Adverse Effect significant adverse effect on the market price of value of the Debentures or the Common Shares;; or (cii) there should develop, occur or come into effect or existence existence, any event, action, state, condition or major financial occurrence of national or international consequence, acts of hostilities or escalation thereof or other calamity or crisis or any Law or a change or development involving a prospective change in national or international political, financial or economic conditions or any action, law, regulation or inquiry thereof which, in the reasonable opinion of the applicable Agent, Agent materially adversely affects or involves, involves or may will materially adversely affect or involve, the financial markets in Canada, or the business, operations or affairs of the Corporation;Corporation and its subsidiaries, taken as a whole; or (diii) there occurs any material change Legal Proceeding in the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospect of relation to the Corporation or any of the directors or senior officers of the Corporation, whether formal or informal (including matters of regulatory transgression or unlawful conduct), is commenced, threatened or publicly announced or any order is made under or pursuant to any statute or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, stock exchange, regulatory authority, agency or instrumentality or there exists is any enactment or is discovered by the Agent any material fact which ischange of Law, or may beinterpretation or administration thereof, (unless solely based on the activities or alleged activities of such a nature as to render the public information record of the Corporation within the past two years, untrue, false or misleading in a material respect or results in a misrepresentation (other than a change or fact related solely to the Agent), which in the reasonable opinion of the applicable Agent Agent, could be expected operate to have Material Adverse Effect on prevent or restrict the trading of the Offered Subscription Receipts or the Common Shares, including the Underlying Shares, or which seriously adversely affects, or will, or could seriously adversely affect the market price or value of the Debentures Offered Subscription Receipts, Underlying Shares or the Common Shares;; or (eiv) the Corporation is in material breach ofof any term, default under condition or non compliance with any material representation, warranty, term or condition covenant of this Agreement or any representation or warranty given by the Subscription Agreements;Corporation in this Agreement becomes materially incorrect. (fb) If this Agreement is terminated by the state Agent pursuant to Section 12(a), there shall be no further liability on the part of the financial markets in any of the Offering Jurisdictions is such that in the opinion of the applicable Agent, acting reasonably, the Debentures cannot be marketed profitably; or (g) the applicable Agent becomes aware, acting reasonably, as a result of its due diligence review or otherwise, of any Material Adverse Effect with respect to the Corporation which, in the sole opinion of the applicable Agent, had not been disclosed to the public or to the Agent in writing prior to the date hereof and at or prior to the Closing Time. Any termination pursuant to the terms of this Agreement will be effected by notice in writing delivered to the Corporation, provided that no termination will discharge or otherwise affect any obligation of the Corporation to the Agent, except in respect of any liability which may have arisen or may thereafter arise under Section 98, Section 12, Section 15 9 and Section 16. 17. (c) The rights right of the Agent to terminate its respective obligations hereunder are under this Agreement is in addition to, and without prejudice to, any to such other remedies it as they may have. The Agent may exercise have in respect of any or all of the rights provided for in Section 10default, Section 11 or Section 14 notwithstanding any material change, change in any material fact, event or state of facts and notwithstanding any act or thing taken or done by the Agent or any inaction by the Agent, whether before or after the occurrence of any material change, change in any material fact, event or state of facts including, without limitation, any failure to act of the Agent related to the Offering or continued offering Corporation in respect of any of the Debentures for sale. The Agent will only be considered to have waived or be estopped from exercising or relying upon any of its rights under or pursuant to Section 10, Section 11 or Section 14 if such waiver or estoppel is in writing and specifically waives or estops such exercise or reliance. All representations, warranties, terms and conditions herein or contained in certificates or documents submitted pursuant to or in connection with the transactions matters contemplated herein will survive the payment by the Agent for the Debentures and will continue in full force and effect for the benefit of the Agent and the Subscribers for a period of two years from the Final Closing Date regardless of any investigation by or on behalf of the Agent with respect theretothis Agreement.

Termination by Agent. ‌ The Agent may terminate its obligations hereunder, without any liability on the Agent's part, by written notice to the Corporation, in the event that after the date hereof and at or prior to the Closing Time on any Closing Date: (a) any order to cease or suspend trading in any securities of the Corporation, or prohibiting or restricting the distribution of any of the Securities is made, or proceedings are announced, commenced or threatened for the making of any such order, by any securities commission or similar regulatory authority, the Exchange or by any other competent authority, and has not been rescinded, revoked or withdrawn; (b) any inquiry, action, suit, investigation or proceeding (whether formal or informal) in relation to the Corporation or any of its directors or senior officers is announced, commenced or threatened by any Governmental Authority, the Exchange, or there is any change of law, or the interpretation or administration thereof; or any order to cease trading (including communicating with persons in order to obtain expressions of interest) in the securities of the Corporation is made by a Governmental Authority and that order is still in effect, which in the reasonable opinion of the applicable Agent operates to prevent or restrict the trading in the Common Shares or the distribution of the Debentures or which in the reasonable opinion of the applicable Agent, acting in good faith, could be expected to have a Material Adverse Effect on the market price of value of the Debentures or the Common Shares; (c) there should develop, occur or come into effect or existence any event, action, state, condition or occurrence of national or international consequence, acts of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions or any action, law, regulation or inquiry which, in the reasonable opinion of the applicable Agent, materially adversely affects or involves, or may materially adversely affect or involve, the financial markets in Canada, or the business, operations or affairs of the Corporation; (d) there occurs any material change in the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospect of the Corporation or there exists or is discovered by the Agent any material fact which is, or may be, of such a nature as to render the public information record of the Corporation within the past two years, untrue, false or misleading in a material respect or results in a misrepresentation (other than a change or fact related solely to the Agent), which in the reasonable opinion of the applicable Agent could be expected to have Material Adverse Effect on the market price or value of the Debentures or the Common Shares; (e) the Corporation is in breach of, default under or non compliance with any material representation, warranty, term or condition of this Agreement or the Subscription Agreements; (f) the state of the financial markets in any of the Offering Jurisdictions is such that in the opinion of the applicable Agent, acting reasonably, the Debentures cannot be marketed profitably; or (g) the applicable Agent becomes aware, acting reasonably, as a result of its due diligence review or otherwise, of any Material Adverse Effect with respect to the Corporation which, in the sole opinion of the applicable Agent, had not been disclosed to the public or to the Agent in writing prior to the date hereof and at or prior to the Closing Time. Any termination pursuant to the terms of this Agreement will be effected by notice in writing delivered to the Corporation, provided that no termination will discharge or otherwise affect any obligation of the Corporation under Section 9, Section 12, Section 15 and Section 16. The rights of the Agent to terminate obligations hereunder are in addition to, and without prejudice to, any other remedies it may have. The Agent may exercise any or all of the rights provided for in Section 10, Section 11 or Section 14 notwithstanding any material change, change in any material fact, event or state of facts and notwithstanding any act or thing taken or done by the Agent or any inaction by the Agent, whether before or after the occurrence of any material change, change in any material fact, event or state of facts including, without limitation, any act of the Agent related to the Offering or continued offering of the Debentures for sale. The Agent will only be considered to have waived or be estopped from exercising or relying upon any of its rights under or pursuant to Section 10, Section 11 or Section 14 if such waiver or estoppel is in writing and specifically waives or estops such exercise or reliance. All representations, warranties, terms and conditions herein or contained in certificates or documents submitted pursuant to or in connection with the transactions contemplated herein will survive the payment by the Agent for the Debentures and will continue in full force and effect for the benefit of the Agent and the Subscribers for a period of two years from the Final Closing Date regardless of any investigation by or on behalf of the Agent with respect thereto.

Termination by Agent. The Agent may terminate its obligations hereunder, without any liability on the Agent's part, by written notice to the CorporationCompany, in the event that after the date hereof and at or prior to the Closing Time on any Closing DateTime: (a) there will have occurred any order to cease material change or suspend trading change in a material fact or the Agent will discover any securities previously undisclosed material fact which in the reasonable opinion of the Corporation, Agent would be expected to have a Material Adverse Effect on the market price or prohibiting or restricting the distribution of any value of the Securities is made, or proceedings are announced, commenced a Material Adverse Change or threatened for Material Adverse Effect on the making business or affairs of any such order, by any securities commission or similar regulatory authority, the Exchange or by any other competent authority, and has not been rescinded, revoked or withdrawnCompany; (b) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened in relation to the Corporation Company or any one of its officers or directors or principal shareholders where wrong-doing is alleged or any order is issued under or pursuant to any statute of Canada or any province thereof or any statute of the United States or any state thereof or any other governmental department, commission, board, bureau, agency or instrumentality including without limitation any securities regulatory authority in relation to the Company or any of its directors or senior officers is announced, commenced or threatened by any Governmental Authority, the Exchange, or there is any change of law, or the interpretation or administration thereof; or any order to cease trading (including communicating with persons in order to obtain expressions of interest) in the securities of the Corporation is made by a Governmental Authority and that order is still in effectsecurities, which in the reasonable opinion involves a finding of the applicable Agent operates to prevent or restrict the trading in the Common Shares or the distribution of the Debentures or which in the reasonable opinion of the applicable Agent, acting in good faith, could be expected to have a Material Adverse Effect on the market price of value of the Debentures or the Common Shareswrongdoing; (c) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence or catastrophe, war or act of terrorism of national or international consequence, acts of hostilities or escalation thereof or other calamity or crisis consequence or any change new or development involving a prospective change in national any law or international political, financial or economic conditions or any action, law, regulation or inquiry which, in the reasonable opinion of the applicable Agent, materially adversely affects or involves, or may will materially adversely affect or involve, the financial markets in Canada, or the business, operations or affairs of the Corporation; (d) there occurs any material change in Company and the businessCompany Subsidiaries, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospect of the Corporation or there exists or is discovered by the Agent any material fact which istaken as a whole, or may be, of such a nature as to render the public information record of the Corporation within the past two years, untrue, false or misleading in a material respect or results in a misrepresentation (other than a change or fact related solely to the Agent), which in the reasonable opinion of the applicable Agent could be expected to have Material Adverse Effect on the market price or value of the Debentures Securities; (d) any order, action, proceeding or cease trading order which operates to prevent or restrict the trading of the Common SharesShares or any other securities of the Company is made or threatened by a securities regulatory authority and has not been rescinded, revoked or withdrawn; (e) the Corporation state of the Canadian, U.S. or international financial markets where it is planned to market the Securities is such that, in breach ofthe reasonable opinion of the Agent, default under or non compliance with any material representation, warranty, term or condition of this Agreement or the Subscription AgreementsSecurities cannot be profitably marketed; (f) the state of the financial markets Agent is not satisfied, in any of the Offering Jurisdictions is such that in the opinion of the applicable Agentits sole discretion, acting reasonably, with the Debentures cannot be marketed profitablycompletion of its due diligence investigations; or (g) the applicable Agent becomes awareCompany is in breach of a material term, acting reasonably, as a result condition or covenant of its due diligence review this Agreement or otherwise, of any Material Adverse Effect with term sheet in respect to the Corporation which, in the sole opinion of the applicable Agent, had not been disclosed to Offering or any representation or warranty given by the public Company in this Agreement becomes or to the Agent is false in writing prior to the date hereof and at or prior to the Closing Timeany material respect. Any termination pursuant to the terms of this Agreement will be effected by notice in writing delivered to the CorporationCompany, provided that no termination will discharge or otherwise affect any obligation of the Corporation Company under Section 98(a), Section 12, Section 15 and Section 16. The rights of the Agent to terminate its obligations hereunder are in addition to, and without prejudice to, any other remedies it may have. The Agent may exercise any or all of the rights provided for in Section 106, Section 11 10 or Section 14 11 notwithstanding any material change, change in any material fact, event or state of facts and notwithstanding any act or thing taken or done by the Agent or any inaction by the Agent, whether before or after the occurrence of any material change, change in any material fact, event or state of facts including, without limitation, any act of the Agent related to the Offering or continued offering of the Debentures Subscription Receipts for sale. The Agent will only be considered to have waived or be estopped from exercising or relying upon any of its rights under or pursuant to Section 106, Section 11 10 or Section 14 11 if such waiver or estoppel is in writing and specifically waives or estops such exercise or reliance. All representations, warranties, terms and conditions herein or contained in certificates or documents submitted pursuant to or in connection with the transactions contemplated herein will survive the payment by the Agent for the Debentures Subscription Receipts and will continue in full force and effect for the benefit of the Agent and the Subscribers for a period of two years from the Final Closing Date regardless of any investigation by or on behalf of the Agent with respect thereto.