The Buyer may terminate this Agreement, if at the Closing, the Seller has failed to comply with all material terms of this Agreement and have failed to supply any documents required by this Agreement unless they do not exist, or have failed to disclose any material facts which could have a substantial effect on any part of this transaction. Seller may terminate this Agreement, if at the Closing Buyer has failed to perform. Upon termination the Deposited Funds shall be returned promptly to the Payor thereof.