Pre-Close Termination Clause Samples

Pre-Close Termination. Except as provided in Section 8.3 below, this Agreement may be terminated and the transactions contemplated hereunder abandoned at any time prior to the Closing: (i) by mutual written consent of Jacada and Licensor; (ii) by Jacada or by Licensor if: (A) the Closing has not occurred by July 30, 2000; provided, however, that the right to terminate this Agreement under this Section 8.2(a)(ii) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of transactions contemplated hereunder to occur on or before such date and such action or failure constitutes a breach of this Agreement; (B) there shall be a final nonappealable order of a court of competent jurisdiction in effect preventing consummation of the transactions contemplated hereunder, or (C) there shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereunder by any government entity that would make consummation of the transactions contemplated hereunder illegal; (iii) by Jacada if there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereunder by any government entity, which would prohibit, materially restrict or otherwise affect Jacada's ability to utilize, practice or exercise the license grants to the Intellectual Property Rights in the Licensed Technology; (iv) by Jacada if it is not in material breach of its obligations under this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Licensor and such breach has not been cured within ten (10) calendar days after written notice to Licensor (provided that no cure period shall be required for a breach which by its nature cannot be cured); (v) by Jacada, at its sole option, prior to the Closing; or (vi) by Licensor if it is not in material breach of its obligations under this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Jacada and such breach has not been cured within ten (10) calendar days after written notice to Jacada (provided that, no cure period shall be required for a breach which by its nature cannot be cured).