Common use of Right to Terminate this Agreement Clause in Contracts

Right to Terminate this Agreement. (a) The Parties shall use all reasonable endeavours to procure that the conditions precedent set forth in Section 8.1 are fulfilled as soon as possible and in any event on or before the 45th Day including by making requisite accommodations as may be requested in relation thereto. If such conditions have not been fulfilled or waived by the 45th Day (or by such later date as the Parties may mutually agree in writing), then on the calendar day following the 45th Day either the Seller or the Purchaser, as the case may be, may terminate this Agreement with immediate effect, save that if either of such conditions has not been fulfilled by such date as a result of a Party failing to use all reasonable endeavours to procure the satisfaction of any such condition or has materially breached any of their covenants under this Agreement, such Party shall not be entitled to terminate this Agreement. (b) If this Agreement is terminated, then, save for the operative provisions in this Section 8.3 and Section 11: (i) all other provisions shall cease to be effective; and (ii) no Party shall have any rights against the other Party hereunder except in respect of any material breach of a covenant. For the avoidance of doubt, in the event of a termination of this Agreement other than as a result of Seller's breach of covenant, Seller shall be entitled to retain the Deposit in addition to any rights it may have to recover at law; provided, that if this Agreement is terminated and Purchaser has not materially breached any obligation hereunder, and the Closing did not occur solely by virtue of failure to satisfy the condition set out in Section 8.1(b), then the Seller shall return the Deposit to the Purchaser upon such termination.