Common use of Termination by Agents in Certain Events Clause in Contracts

Termination by Agents in Certain Events. (a) Each Agent shall also be entitled to terminate its obligations under this by written notice to that effect given to the Company at or prior to the Closing Time if: (i) there is a material change or a change in a material fact or new material fact shall arise, or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus or the Final Prospectus or any amendment thereto, in each case, that has or would be expected to have, in the sole opinion of such Agent, acting reasonably, a material adverse change or effect on the Business or affairs of the Company and the Subsidiaries or on the market price or the value of the Common Shares or other securities of the Company; (ii) (A) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSX or any securities regulatory authority or any law or regulation is enacted or changed which in the sole opinion of such Agent, acting reasonably, operates to prevent or materially restrict the trading of the Shares or any other securities of the Company or materially and adversely affects or might be expected to materially and adversely affect the market price or value of the Offered Units, the Shares, the Warrants, the Broker Warrants or other security of the Company; or (B) if there should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism or accident) or major financial occurrence of national or international consequence or any new or change in any law or regulation which in the sole opinion of such Agent, acting reasonably, materially adversely affects, or involves, or would reasonably be expected to materially adversely affect or involve, the financial markets in Canada generally or the Business, operations or affairs of the Company and its Subsidiaries taken as a whole; (iii) the Company is in material breach of any term, condition or covenant of this Agreement or any representation or warranty given by the Company in this Agreement is or becomes false in any material respect; (iv) any order to cease or suspend trading in the Shares or any other securities of the Company or prohibiting or restricting the distribution of any securities of the Company, including the Offered Units, 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 TSX or any other competent authority, and has not been rescinded, revoked or withdrawn; (v) the due diligence investigations performed by the Agents or their representatives reveal any previously undisclosed material information or fact, which, in the sole opinion of the Agents acting reasonably, is materially adverse to the Company or its business, or in the opinion of the Agents, acting reasonably, would reasonably be expected to materially adversely affect the price or value of the Common Shares or any other securities of the Company; (vi) the state of financial markets in Canada is such that, in the reasonable opinion of such Agent, the Offered Units cannot be marketed profitably; or (vii) such Agent and the Company agree in writing to terminate this Agreement in relation to such Agent. (b) For certainty, the outbreak of COVID-19 and any interruption to the business, affairs, or financial condition of the Company or any event, action state or condition or major financial occurrence, arising as a result of policies in place as of the date of this Agreement to address COVID-19, including the extension of the time that any such policy shall be in effect beyond their current proposed end date, shall not constitute an event or occurrence which will enable the Agents to rely on any of Section 18(a)(i) or (ii) hereof. For greater certainty, any measure not already in effect that is implemented after date hereof to address the outbreak of COVID -19 that results in a material adverse change or disaster as described in Section 18(a)(i) or (ii) hereof, shall constitute an event or occurrence which will enable the Agents to rely on any of Section 18(a)(i) or (ii) hereof. (c) If this Agreement is terminated by any of the Agents pursuant to Section 18(a), there shall be no further liability on the part of such Agent, or on the part of the Company to such Agent except in respect of any liability which may have arisen or may thereafter arise under Sections 14, 15 and 16. (d) The right of each Agent to terminate its obligations under this Agreement is in addition to such other remedies as it may have in respect of any default, act or failure to act of the Company in respect of any of the matters contemplated by this Agreement.

Termination by Agents in Certain Events. (a) Each Agent The Agents shall also be entitled to terminate its their obligations under this Agreement by written notice to that effect given to the Company at or any time prior to the Time of Closing Time if: (i) there is a material change or a change in a material fact or new material fact shall arise, or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus or the Final Prospectus or any amendment thereto, in each case, that has or would be expected to have, in the sole opinion of such Agent, acting reasonably, a material adverse change or effect on the Business or affairs of the Company and the Subsidiaries or on the market price or the value of the Common Shares or other securities of the Company; (ii) (Ai) any inquiry, action, suit, proceeding or investigation or other proceeding (whether formal or informal) (including matters of regulatory transgression or unlawful conduct) is commenced, announced or threatened in relation to the Company or any one of the officers or directors of the Company where wrong-doing is alleged or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSX CSE or any securities regulatory authority which involves a finding of wrong doing (except for any inquiry, action, suit, proceeding, investigation or order based upon activities of the Agents and not upon activities of the Company); or (ii) any order, action, proceeding, law or regulation is made, enacted or changed which ceases trading in the sole Company’s securities or, in the opinion of such Agentthe Agents (or any of them), acting reasonably, operates to prevent or materially restrict the trading of the Shares or any other securities of the Company or materially and adversely affects or might be expected to materially and adversely affect the market price or value of the Offered Units, the Shares, the Warrants, the Broker Warrants or other security common shares of the Company; or ; (Bii) if there should develop, occur or come into effect or existence any eventevent of any nature, action, state, condition (including without limitation, terrorism or accident) or major financial occurrence , act of national or international consequence or any new or change in any terrorism, public protest, governmental law or regulation which in the sole opinion of such the Lead Agent, acting reasonably, materially adversely affects, affects or involves, or would reasonably be expected to materially may adversely affect or involve, the financial markets in Canada generally or the Businessbusiness, operations affairs, prospects or affairs financial condition of the Company and its the Subsidiaries taken as a wholeor the market price or value of the common shares of the Company or the marketability of the Special Warrants; (iii) there shall be any material change in the assets, business, affairs, financial condition, results of operations, capital or prospects of the Company or its Subsidiaries, or there should be discovered any previously undisclosed material fact or circumstance or there should occur a change in any material fact relating to the Company and/or the Subsidiaries, which in any case, in the sole opinion of the Lead Agent, acting reasonably, has or would be expected to have a material adverse effect on the market price or value of the Special Warrants, the Underlying Units, the Unit Shares, the Warrants, the Warrant Shares, the Compensation Securities or any other securities of the Company; (iv) the Lead Agent determines, in its sole opinion, acting reasonably, that the state of the financial markets, whether national or international, is such that the Special Warrants cannot be profitably marketed or it would be impractical to offer or to continue to offer the Special Warrants for sale; (v) in the event that any due diligence reveals any material adverse information concerning the Company or its securities that has not been publicly disclosed or such information otherwise comes to the attention of the Agents; (vi) the Company is not in compliance in all material respects with any Applicable Laws (including Applicable Securities Laws relating to timely disclosure of material information) or is in breach of any term, condition or covenant of contained in this Agreement or any representation or warranty given by the Company in this Agreement becomes or is or becomes false in any material respect; (iv) any order to cease or suspend trading in the Shares or any other securities of the Company or prohibiting or restricting the distribution of any securities of the Company, including the Offered Units, 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 TSX or any other competent authority, and has not been rescinded, revoked or withdrawn; (v) the due diligence investigations performed by the Agents or their representatives reveal any previously undisclosed material information or fact, which, in the sole opinion of the Agents acting reasonably, is materially adverse to the Company or its business, or in the opinion of the Agents, acting reasonably, would reasonably be expected to materially adversely affect the price or value of the Common Shares or any other securities of the Company; (vi) the state of financial markets in Canada is such that, in the reasonable opinion of such Agent, the Offered Units cannot be marketed profitablyfalse; or (vii) such the Lead Agent and the Company agree in writing to terminate this Agreement in relation to such Agent. (b) Agreement. The Lead Agent or the Company may terminate this agreement if the Closing Date does not occur by October 30, 2020. For certainty, the outbreak of COVID-19 and any related interruption to the business, affairs, or financial condition of the Company or any event, action state or condition or major financial occurrence, arising as a result of policies in place as of the date of this Agreement related directly or indirectly to address COVID-19, including any adverse effect on the extension of the time that any such policy shall be in effect beyond their current proposed end datefinancial markets generally, shall not constitute an event or occurrence which will enable the Agents (or any of them) to rely on any of Section 18(a)(i) or (ii) hereof. For greater certainty, any measure not already in effect the termination provisions referenced above except to the extent that is implemented after date hereof to address the outbreak of COVID -19 that results in a there are material adverse change developments related, directly or disaster as described in Section 18(a)(i) or (ii) hereof, shall constitute an event or occurrence which will enable indirectly thereto occurring subsequent to the Agents to rely on any of Section 18(a)(i) or (ii) date hereof. (cb) If this Agreement is terminated by any of the Agents pursuant to Section 18(a17(a), there shall be no further liability on the part of such Agentthe Agents to the Company except in respect of any liability which may have arisen or may thereafter arise under Section 5(e), or on the part of the Company to such Agent the Agents except in respect of any liability which may have arisen or may thereafter arise under Sections 1413, 14 and 15 and 16hereof. (dc) The right of each Agent the Agents to terminate its obligations under this Agreement is in addition to such other remedies as it may have in respect of any default, act or failure to act of the Company in respect of any of the matters contemplated by this Agreement.

Termination by Agents in Certain Events. (a) Each In addition to any other remedies which may be available to the Agents, any Agent shall also be entitled entitled, at such Agent’s option, to terminate its obligations under this Agreement by written notice to that effect given to the Company Corporation and the Lead Agents at or prior to the Closing Time of Closing, if: (i) there is a material change or a change in a material fact or new material fact shall arise, or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus or the Final Prospectus or any amendment thereto, in each case, that has or would be expected to have, in the sole opinion of such Agent, acting reasonably, a material adverse change or effect on the Business or affairs of the Company and the Subsidiaries or on the market price or the value of the Common Shares or other securities of the Company; (ii) (A) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order or ruling is made issued under or pursuant to any relevant statute or by any federal, provincial, state, municipal stock exchange or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSX or any securities regulatory authority (unless based upon the activities or alleged activities of the Agents or their agents), or there is any law change of Law, or regulation is enacted the interpretation or changed which administration thereof, which, in the sole reasonable opinion of such Agent, acting reasonablyoperates or could operate to prevent, operates to prevent suspend, hinder, delay, restrict or otherwise materially restrict adversely affect the distribution of or the trading in the Debentures; (ii) there shall occur or be discovered any change as is contemplated by Section 5(a) which, in the reasonable opinion of the Shares or any other securities of the Company or materially and adversely affects or might such Agent, would be expected to materially and adversely affect have a significant adverse effect on the market price or value of the Offered Units, the Shares, the Warrants, the Broker Warrants or other security of the Company; or Debentures; (Biii) if there should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism or accident) or major financial occurrence of national or international consequence or any new outbreak or change in escalation of national or international hostilities or any law crisis or regulation which calamity or act of terrorism or similar event or any governmental action, Law, inquiry or other occurrence of any nature (including the novel coronavirus (COVID-19) pandemic to the extent there are material adverse developments relating thereto after the date hereof or similar events or the escalation thereof), which, in the sole reasonable opinion of such Agent, acting reasonably, materially adversely affects, or involves, or would reasonably be expected to may materially adversely affect affect, or involve, the financial markets in Canada generally or the Businessbusiness, operations or affairs of the Company and its Subsidiaries Corporate Entities taken as a whole; (iii) whole or a cease trading order is made or threatened respecting the Company is in material breach of Corporation by any term, condition Securities Commission or covenant of this Agreement or any representation or warranty given by the Company in this Agreement is or becomes false in any material respectother competent regulatory authority; (iv) there is announced any order to cease changes or suspend trading proposed change in the Shares income tax Laws of Canada or any other securities of the Company interpretation or prohibiting or restricting the distribution of any securities of the Company, including the Offered Units, is made, or proceedings are announced, commenced or threatened for the making of any administration thereof and such order, by any securities commission or similar regulatory authority, the TSX or any other competent authority, and has not been rescinded, revoked or withdrawn; (v) the due diligence investigations performed by the Agents or their representatives reveal any previously undisclosed material information or fact, which, in the sole opinion of the Agents acting reasonably, is materially adverse to the Company or its business, or in the opinion of the Agents, acting reasonably, would reasonably be expected to materially adversely affect the price or value of the Common Shares or any other securities of the Company; (vi) the state of financial markets in Canada is such thatchange would, in the reasonable opinion of such Agent, be expected to have a significant adverse effect on the Offered Units cannot be marketed profitablymarket price or value of the Debentures; or (viiv) such Agent and there occurs a downgrading in the Company agree in writing rating applicable to terminate this Agreement in relation to such Agentthe Debentures by either DBRS (from “BBB(high)” Under Review with Negative Implications) or S&P (from “BBB”), or S&P places any of the debt securities of the Corporation on credit watch or publicly announces that it has under surveillance or review, with possible negative implications, its rating of any of the Corporation’s debt securities. (b) For certainty, the outbreak of COVID-19 and any interruption to the business, affairs, or financial condition of the Company or any event, action state or condition or major financial occurrence, arising as a result of policies in place as of the date of this Agreement to address COVID-19, including the extension of the time that any such policy shall be in effect beyond their current proposed end date, shall not constitute If an event or occurrence which will enable the Agents to rely on any of Section 18(a)(i) or (ii) hereof. For greater certainty, any measure not already in effect that is implemented after date hereof to address the outbreak of COVID -19 that results in a material adverse change or disaster as described in Section 18(a)(i) or (ii) hereof, shall constitute an event or occurrence which will enable the Agents to rely on any of Section 18(a)(i) or (ii) hereof. (c) If this Agreement is terminated by any of the Agents Agent terminates its obligations pursuant to Section 18(a17(a), there shall be no further liability on the part of such Agent, that Agent or on the part of the Company Corporation to such Agent that Agent, except in respect of any liability which may have arisen or may thereafter later arise under Sections 1412, 15 13 and 1614 of this Agreement. (dc) The right of each Agent the Agents or any of them to terminate its their respective obligations under this Agreement is in addition to such all other remedies as it that they may have in respect of any default, act or failure to act of the Company Corporation in respect of any of the matters contemplated by this Agreement. A notice of termination given by one Agent under this Section 17 shall not be binding upon the other Agents.

Termination by Agents in Certain Events. (a) Each Agent shall also 15.1 The Agents, or any one of them, will be entitled to terminate its obligations under this Agreement by written notice to that effect given to the Company Corporation at or prior to the Closing Time if: (i) there is a material change or a change in a material fact or new material fact shall arise, or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus or the Final Prospectus or any amendment thereto, in each case, that has or would be expected to have, in the sole opinion of such Agent, acting reasonably, a material adverse change or effect on the Business or affairs of the Company and the Subsidiaries or on the market price or the value of the Common Shares or other securities of the Company; (ii) (Aa) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSX TSXV or any securities regulatory authority authority, in relation to the Corporation or any of the officers or directors of the Corporation or any of its principal shareholders, which in the opinion of the Agents, acting reasonably, would have a Material Adverse Effect on the Corporation or the trading or distribution of the Units or the Underlying Shares; (b) any law or regulation is enacted enacted, changed, interpreted or changed which administered which, in the sole opinion of such Agentthe Agents, acting reasonably, operates could operate to prevent or materially restrict the trading of the Units or the Underlying Shares or any other securities of the Company or materially and adversely affects or might be expected to will materially and adversely affect the market price or value of the Offered Units, Units or the Underlying Shares, the Warrants, the Broker Warrants or other security ; (c) any order to cease trading in securities of the CompanyCorporation is made or threatened by a securities regulatory authority and has not been withdrawn, rescinded or revoked; (d) the Corporation is in breach in any material respect of a material term, condition or covenant hereunder or any material representation or warranty given by the Corporation hereunder becomes or is false in any material respect; (e) there occurs any material change in the affairs of the Corporation or the Material Subsidiaries, or there should be discovered a material fact, or there should occur a change in a material fact, in each case, which, in the sole opinion of the Agents, acting reasonably, has or would be expected to have a Material Adverse Effect on the business, affairs or profitability of the Corporation or on the market price or value of the securities of the Corporation; or or (Bf) if there should develop, occur or come into effect or existence any event, action, state, condition (including or occurrence of any nature, including, without limitation, terrorism terrorism, war, accident, a new or accident) change in any governmental law or regulation, or other condition or major financial occurrence of national or international consequence or any new or change in any law or regulation which which, in the sole opinion of such Agentthe Agents, acting reasonably, materially adversely affects, or involves, materially adversely involves or would reasonably be expected to will or may materially adversely affect or materially adversely involve, the financial markets in Canada generally or the Businessbusiness, operations operations, affairs or affairs profitability of the Company and its Corporation or the Material Subsidiaries taken as a whole; (iii) or the Company is in material breach of any term, condition or covenant of this Agreement or any representation or warranty given by the Company in this Agreement is or becomes false in any material respect; (iv) any order to cease or suspend trading in the Shares or any other securities of the Company or prohibiting or restricting the distribution of any securities of the Company, including the Offered Units, 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 TSX or any other competent authority, and has not been rescinded, revoked or withdrawn; (v) the due diligence investigations performed by the Agents or their representatives reveal any previously undisclosed material information or fact, which, in the sole opinion of the Agents acting reasonably, is materially adverse to the Company or its business, or in the opinion of the Agents, acting reasonably, would reasonably be expected to materially adversely affect the market price or value of the Common Shares or any other securities of the Company;Corporation. (vi) the state of financial markets 15.2 All representations and warranties in Canada is this Agreement shall be construed as conditions, and any breach or failure to comply with any such that, terms and conditions which in the reasonable opinion of such Agent, the Offered Units cannot be marketed profitably; or (vii) such Agent and the Company agree in writing to terminate this Agreement in relation to such Agent. (b) For certainty, the outbreak of COVID-19 and any interruption to the business, affairs, or financial condition of the Company or any event, action state or condition or major financial occurrence, arising as a result of policies in place as of the date of this Agreement to address COVID-19, including the extension of the time that any such policy shall be in effect beyond their current proposed end date, shall not constitute an event or occurrence which will enable the Agents to rely on any of Section 18(a)(i) or (ii) hereof. For greater certainty, any measure not already in effect that is implemented after date hereof to address the outbreak of COVID -19 that results in a material adverse change or disaster as described in Section 18(a)(i) or (ii) hereof, shall constitute an event or occurrence which will enable the Agents to rely on any of Section 18(a)(i) or (ii) hereof. (c) If this Agreement is terminated by any of the Agents materially adversely affects the sale by it of the Units shall entitle the Agents at any time prior to the Closing Time to terminate its obligations under this Agreement forthwith by written notice to that effect given to the Corporation. 15.3 Any termination by the Agents pursuant to Section 18(a)the provisions of this Agreement shall be effected by notice delivered to the Corporation. The rights of termination contained in section 15 hereof are in addition to any other rights or remedies the Agents 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 such Agentthe Corporation or the Agents, or on the part of the Company to such Agent except in respect of for any liability which may have arisen or may thereafter arise under Sections 14, 15 provided for in section 16 and 16section 17.1(b)(ii). (d) The right of each Agent to terminate its obligations under this Agreement is in addition to such other remedies as it may have in respect of any default, act or failure to act of the Company in respect of any of the matters contemplated by this Agreement.

Termination by Agents in Certain Events. (a) Each Agent shall also be entitled to terminate its obligations under this Agreement by written notice to that effect given to the Company at or prior to the Closing Time if: (i) there is a material change or a change in a material fact or new material fact shall arise, or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus or the Final Prospectus or any amendment thereto, in each case, that has or would be expected to have, in the sole opinion of such Agentthe Agents (or any of them), acting reasonably, a material adverse change or effect on the Business business or affairs of the Company and the Subsidiaries (taken as a whole) or on the market price or the value of the Common Shares or other securities of the CompanyDebentures; (ii) (Ai) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSX or any securities regulatory authority (except for any inquiry, action, suit, proceeding, investigation or order based upon activities of the Agents and not upon activities of the Company) or any law or regulation is enacted or changed which in the sole opinion of such Agentthe Agents (or any of them), acting reasonably, operates to prevent or materially restrict the trading of the Common Shares or any other securities of the Company Debentures or materially and adversely affects or might be expected to materially and adversely affect the market price or value of the Offered Units, Common Shares or the Shares, the Warrants, the Broker Warrants or other security of the CompanyDebentures; or (Bii) if there should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism or accident) or major financial occurrence of national or international consequence or any new or change in any law or regulation which in the sole opinion of such Agentthe Agents, acting reasonably, materially seriously adversely affects, or involves, or would reasonably be expected to materially will seriously adversely affect affect, or involve, the financial markets in Canada generally or the Businessbusiness, operations or affairs of the Company and its Subsidiaries taken as a whole; (iii) the Company is in material breach of any material term, condition or covenant of this Agreement or any material representation or warranty given by the Company in this Agreement is or becomes false in any material respectfalse; (iv) any order to cease or suspend trading in the Shares or any other securities of the Company or prohibiting or restricting the distribution of any securities of the Company, including the Offered UnitsSecurities, 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 TSX or any other competent authority, and has not been rescinded, revoked or withdrawn; (v) the due diligence investigations performed by the Agents or their representatives reveal any previously undisclosed material information or fact, which, in the sole opinion of the Agents acting reasonably, is materially adverse to the Company or its business, or in the opinion of the Agents, acting reasonably, would reasonably be expected to materially adversely affect the price or value of the Common Shares or any other securities of the Company; (vi) the state of financial markets in Canada or the United States is such that, in the reasonable opinion of such Agentthe Agents (or any of them), the Offered Units Securities cannot be marketed profitably; or (viivi) such any Agent and the Company agree in writing to terminate this Agreement in relation to such Agent. (b) For certainty, the outbreak of COVID-19 and any interruption to the business, affairs, or financial condition of the Company or any event, action state or condition or major financial occurrence, arising as a result of policies in place as of the date of this Agreement to address COVID-19, including the extension of the time that any such policy shall be in effect beyond their current proposed end date, shall not constitute an event or occurrence which will enable the Agents to rely on any of Section 18(a)(i) or (ii) hereof. For greater certainty, any measure not already in effect that is implemented after date hereof to address the outbreak of COVID -19 that results in a material adverse change or disaster as described in Section 18(a)(i) or (ii) hereof, shall constitute an event or occurrence which will enable the Agents to rely on any of Section 18(a)(i) or (ii) hereof. (c) If this Agreement is terminated by any of the Agents pursuant to Section 18(a17(a), there shall be no further liability on the part of such Agent, or on the part of the Company to such Agent except in respect of any liability which may have arisen or may thereafter arise under Sections 1413, 15 14 and 1615. (dc) The right of each Agent the Agents or any of them to terminate its their respective obligations under this Agreement is in addition to such other remedies as it they may have in respect of any default, act or failure to act of the Company in respect of any of the matters contemplated by this Agreement. A notice of termination given by one Agent under this Section 17 shall not be binding upon the other Agents.

Termination by Agents in Certain Events. (a) Each Agent shall In addition to any other remedies which may be available, the Agents (or either one of them) will also be entitled entitled, without liability and at their (or its) sole discretion, to terminate its obligations under this Agreement by written notice to that effect given to the Company Corporation at or prior to the Closing Time Time, if: (i) there is a material change or a change in a material fact or new material fact shall arise, or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus or the Final Prospectus or any amendment thereto, in each case, that has or would be expected to have, in the sole opinion of such Agent, acting reasonably, a material adverse change or effect on the Business or affairs of the Company and the Subsidiaries or on the market price or the value of the Common Shares or other securities of the Company; (ii) (A) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened in relation to the Corporation or any order is made by any federalone of its officers, provincialdirectors, statepromoters, municipal or other governmental departmentinsiders which, commission, board, bureau, agency or instrumentality including, without limitation, the TSX or any securities regulatory authority or any law or regulation is enacted or changed which in the sole opinion of such Agentthe Agents (or either one of them), acting reasonably, operates to prevent or materially restrict the trading of the Shares or any other securities of the Company or materially and adversely affects or might could reasonably be expected to materially and adversely affect have a material adverse effect on the market price or value marketability of the Offered Units, the Shares, the Warrants, the Broker Warrants or other security of the Company; or Offering; (Bii) if there should develop, occur or come into effect or existence any event, action, state, condition (including or financial occurrence of consequence, or any governmental action, law or regulation, inquiry or other occurrence of any nature whatsoever, including, without limitation, terrorism or accident) terrorism, accident or major financial financial, political or economic occurrence of national or international consequence or any new or change in any law or regulation which in the sole opinion of such Agent, acting reasonably, materially adversely affects, or involves, or would reasonably be expected to materially adversely affect or involve, the financial markets in Canada generally or the Business, operations or affairs of the Company and its Subsidiaries taken as a whole; (iii) the Company is in material breach of any term, condition or covenant of this Agreement or any representation or warranty given by the Company in this Agreement is or becomes false in any material respect; (iv) any order to cease or suspend trading in the Shares or any other securities of the Company or prohibiting or restricting the distribution of any securities of the Company, including the Offered Units, 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 TSX or any other competent authority, and has not been rescinded, revoked or withdrawn; (v) the due diligence investigations performed by the Agents or their representatives reveal any previously undisclosed material information or factconsequence, which, in the sole opinion of the Agents acting reasonably, is materially adverse to the Company (or its business, or in the opinion either one of the Agentsthem), acting reasonably, materially adversely affects or involves, or may materially adversely affect or involve, the financial markets generally or the business, operations or affairs of the Corporation or the Subsidiaries taken as a whole or the marketability of the Offered Shares; (iii) there is any material change in the assets, business, affairs, financial condition, results of operations or capital of the Corporation or the Subsidiaries, or there should be discovered any previously undisclosed material fact or circumstance or there should occur a change in any material fact relating to the Corporation and/or the Subsidiaries, which in any case, in the reasonable opinion of the Agents (or either one of them), has or would reasonably be expected to materially adversely affect have a significant adverse effect on the market price or value of the Common Offered Shares or any other securities of the CompanyCorporation; (iv) the Agents (or either one of them) determine, acting reasonably, that the state of the financial markets in Canada or elsewhere where it is planned to market the Offered Shares, is such that the Offered Shares cannot be profitably marketed; (v) the Corporation is not in compliance in all material respects with any Applicable Laws or is in breach of any material term, condition or covenant contained in this Agreement or any material representation or warranty given by the Corporation this Agreement becomes or is false; (vi) the state Agents (or either one of financial markets them) are not satisfied in Canada is such thattheir sole discretion, acting reasonably and in good faith, with their due diligence review and investigations in respect of the reasonable opinion of such AgentCorporation, the Offered Units canSubsidiaries and their respective business, affairs and operations; (vii) all regulatory approvals in connection with the Offering are not be marketed profitablyobtained on a timely basis; or (viiviii) such Agent the Agents and the Company Corporation agree in writing to terminate this Agreement in relation to such AgentAgreement. (b) For certainty, the outbreak of COVID-19 and any interruption to the business, affairs, or financial condition of the Company or any event, action state or condition or major financial occurrence, arising as a result of policies in place as of the date of this Agreement to address COVID-19, including the extension of the time that any such policy shall be in effect beyond their current proposed end date, shall not constitute an event or occurrence which will enable the Agents to rely on any of Section 18(a)(i) or (ii) hereof. For greater certainty, any measure not already in effect that is implemented after date hereof to address the outbreak of COVID -19 that results in a material adverse change or disaster as described in Section 18(a)(i) or (ii) hereof, shall constitute an event or occurrence which will enable the Agents to rely on any of Section 18(a)(i) or (ii) hereof. (c) If this Agreement is terminated by any of the Agents (or either one of them) pursuant to Section 18(a15(a), there shall will be no further liability on the part of such Agentthe terminating Agent or Agents to the Corporation, or on the part of the Company Corporation to such Agent the Agents except in respect of any liability liability, which may have arisen or may thereafter arise under Sections 14, 15 Article 11 and 16Article 13. (dc) The right of each Agent the Agents to terminate its their obligations under this Agreement is in addition to such other remedies as it may have in respect of any default, act or failure to act of the Company Corporation in respect of any of the matters contemplated by this Agreement.