Common use of Right of Parties to Terminate Clause in Contracts

Right of Parties to Terminate. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closing: (a) by mutual written consent of the Parties; or (b) by a Party by written notice to the other Party, if the Closing has not occurred on or prior to the Closing Date (the “End Date"). The right of a Party to terminate this Agreement pursuant to this Section 7.1 shall not be available to the Party whose failure to fulfil or cause to be fulfilled, in any manner, any obligation under this Agreement has contributed to the failure of the Closing to have occurred by the End Date, whether such failure was caused by such Party’s intentional failure, by its omission or failure to act or otherwise through any fault of such Party.