Common use of Termination by the Agent Clause in Contracts

Termination by the Agent. 15.1 If, after the date hereof and prior to the Closing Time, (i) there should develop, occur or come into effect or existence, (a) any event, action, state or condition (including, without limitation, acts of war or of terrorism), or (b) any major event in the financial markets, in the case of either (a) or (b) of national or international consequence, or (ii) any law or regulation is adopted or enacted, which, in the case of either (i) or (ii) above, in the opinion of the Agent, acting reasonably, materially adversely affects, or could reasonably be expected to materially adversely affect, the financial markets or the business, operations or affairs of the Corporation, the Agent shall be entitled, without liability, to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at or prior to the Closing Time. 15.2 If, after the date hereof and prior to the Closing Time, there shall occur any material change, actual, anticipated or threatened in the business, affairs, operations, assets, financial condition, liabilities or capital of the Corporation, taken as a whole, or there should be discovered any previously undisclosed fact or new material fact or change in a material fact (other than a material fact relating solely to the Agent) which, in the opinion of any of the Agent, acting reasonably, materially adversely affects or could reasonably be expected to materially adversely affect the market price or value of the Units, then the Agent shall be entitled, without liability, to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at or prior to the Closing Time. 15.3 If, after the date hereof and prior to the Closing Time, there shall occur any change in any of the Securities Laws, or if any enquiry, action, suit, investigation or other proceeding, whether formal or informal, in relation to the Corporation or the distribution of the Units should be announced, instituted or threatened or any order under or pursuant to any laws or regulations of Canada or of any of the Qualifying Jurisdictions or any other regulatory or governmental authority should be made or issued (except for any such order based upon the activities or the alleged activities of the Agent and not of the Corporation) which, in the opinion of any of the Agent, acting reasonably, operates to prevent or restrict the trading or the distribution of the Units, or materially adversely affects or could reasonably be expected to materially affect the market price or value of the Units, the Agent shall be entitled, without liability, to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at or prior to the Closing Time. 15.4 Any termination by the Agent pursuant to the provisions hereof shall be effected by notice in writing delivered or telecopied to the Corporation at its address as herein set out. The rights of termination contained in sections 15.1, 15.2 and 15.3 hereof are in addition to any other rights or remedies the Agent may have in respect of any default, misrepresentation, act or failure to act of the Corporation in respect of any matters contemplated by this Agreement. In the event of any such termination, there shall be no further liability on the part of the Corporation or the Agent, except for any liability provided for in sections 14 and 16 hereof.