Termination of Agreement Clause Example from Business Contracts

Termination of Agreement. This Agreement shall be subject to termination in the Representatives' absolute discretion, without liability on the part of any Underwriter to either of the Enbridge Entities or to Enbridge if at or prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to the Additional Shares), as the case may be; (i) there has been, since the Applicable Time, the time of execution of this Agreement or since the respective dates as of which information is giv...en in the Pricing Disclosure Package and the Final Prospectus, any material adverse change in the financial position, results of operations, business or prospects of the Partnership, the Company and the Operating Subsidiaries (taken as a whole), whether or not arising in the ordinary course of business; (ii) trading in the Class A Common Units of the Partnership or the Shares in the Company shall be suspended or subject to any restriction or limitation not in effect on the date of this Agreement; (iii) trading in securities generally on the NYSE, the NYSE Amex Equities or The Nasdaq Stock Market shall have been suspended or materially limited; (iv) a general moratorium on commercial banking activities in New York shall have been declared by either federal or state authorities or there shall have been a material disruption in commercial banking or securities settlement or clearance services in the United States; or (v) there shall have occurred any material adverse change in the financial markets in the United States or Canada, any outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or other international or domestic calamity, crisis 40 or change in political, financial or economic conditions, the effect of which on the financial markets of the United States is such as to make it, in the Representatives' judgment, impracticable or inadvisable to commence or continue the offering or delivery of the Offered Shares on the terms and in the manner contemplated by the Registration Statement, the Pricing Disclosure Package and as set forth on the cover page of the Final Prospectus or to enforce contracts for the resale of the Offered Shares by the Underwriters. Notice of such termination shall be promptly given to the Company and to Enbridge by telecopy or telephone and shall be subsequently confirmed by letter. View More