Termination prior to Funding. If prior to the deposit of Eight Hundred and Seventy-Five Million U.S. Dollars ($875,000,000) in the Escrow Account, this Agreement is validly terminated pursuant to Section 8.1 (other than a Financing Termination) (a “Pre-Funding Termination”), and if such Pre-Funding Termination is by Buyer, then Sellers shall, within ten (10) Business Days of such termination, refund the full Deposit Amount to Buyer by wire transfer of immediately available funds to an account designated by Buyer.
Termination prior to Funding. The Lender may terminate its obligations under this Commitment Letter if:(a)any of the conditions precedent in favour of the Lender to the subscription by EdgePoint for the Purchased Units have become incapable of satisfaction or are not satisfied at or before the Closing;(b)any of the conditions precedent to Closing in favour of the Lender in this Commitment Letter shall have become incapable of satisfaction or are not satisfied at or before the Closing; Execution Version (c)the NSR Option Purchase Agreements have not been executed and delivered at Closing by PNRP and PNGP, respectively;(d)the Closing of the subscription by EdgePoint for the Purchased Units has not occurred within the time prescribed by Exchange Policy 4.1 – Private Placements;(e)the Borrower or any of the other Loan Parties is in material breach of any of its obligations under this Commitment Letter or any of the other Loan Documents, which breach is not curable or, if curable, is not cured at or before the Closing; or(f)a material adverse change has occurred with respect to the Borrower.The Borrower shall provide written notice to the Lender by 5:00 p.m. (Toronto time) of the following day if it becomes aware that any of the termination events referenced in this section has occurred. Upon delivery of any such written notice by the Lender this Commitment Letter shall automatically terminate without any further action on the part of any party; provided that the sections of this Commitment Letter titled “Expenses and Indemnification” and “Governing Law” shall survive any such termination.
Termination prior to Funding. The Lender may terminate its obligations under this Commitment Letter if: (a) any of the conditions precedent in favour of the Lender to the subscription by EdgePoint for the Purchased Units have become incapable of satisfaction or are not satisfied at or before the Closing; (b) any of the conditions precedent to Closing in favour of the Lender in this Commitment Letter shall have become incapable of satisfaction or are not satisfied at or before the Closing;
Termination prior to Funding. The Bank has full discretion, by notice in writing to the Borrower, to terminate the Agreement before drawdown of a Loan or to delay drawdown of a Loan in the sole discretion of the Bank and without any explanation to the Borrower and may demand repayment of the Loan at any time for any reason without any explanation to the Borrower.
