Common use of Non-Fulfilment of Closing Conditions Clause in Contracts

Non-Fulfilment of Closing Conditions. 5.3.1. Each of the Seller and the Purchaser shall be entitled, in its sole discretion, to terminate this Agreement forthwith in writing if (i) any of the conditions to closing set out in Section 5.1 and 5.2, respectively, have not been satisfied on or before the Closing Date, or (ii) if at any time prior to the Closing Date, any such condition to closing has become incapable of being satisfied. 5.3.2. If this Agreement is terminated as permitted by Section 5.3.1, such termination shall be without liability of either Party to the other Party. However, if such termination shall result from a wilful failure of a Party to fulfil a condition of the other Party or a breach by a Party of a covenant, representation or warranty contained herein, then such Party shall be fully liable for any and all loss, damage, cost and expense incurred or suffered by the other Party as a result of such failure or breach.