Pre-Close Termination Sample Clauses

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).
Sample 1
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Related to Pre-Close Termination

  • Earlier Termination This Agreement may be terminated earlier as hereinafter provided.

  • Purchase Termination If (i) TRS shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS or all or substantially all of its property, (ii) TRS shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an assignment for the benefit of its creditors or (v) TRS shall voluntarily suspend payment of its obligations (each, an “Insolvency Event”); then TRS shall immediately cease to sell Receivables to RFC VIII and shall promptly give notice to RFC VIII, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII of additional Receivables, Receivables sold to RFC VIII prior to the occurrence of such Insolvency Event and Collections in respect of such Receivables shall continue to be property of RFC VIII available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Employee Termination A) Regular employees other than those serving a probationary period, shall give twenty-eight (28) calendar days written notice of termination to a representative designated by the Employer with the authority to accept such written notice. B) In addition to the twenty-eight (28) calendar day notice, regular employees in positions above the level of general staff nurse shall inform the Employer of their intention to terminate as soon in advance as possible. C) The period of notice as set forth in (A) above must be for time scheduled to be worked and must not include accrued vacation, unless such vacation has been previously scheduled and approved in accordance with Article 45.03 -

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • Covered Termination “Covered Termination” shall mean Executive’s Constructive Termination or the termination of Executive’s employment by the Company other than for Cause.

  • Terminating Event A “Terminating Event” shall mean any of the events provided in this Section 3:

  • Company Termination The Company may at any time in its sole discretion terminate (a “Company Termination”) this Agreement and its right to initiate future Tranches by providing 30 days advanced written notice (“Termination Notice”) to Investor.

  • Effective Date of Benefit Termination Medical, dental and life coverage termination will take effect on the first of the month following the loss of eligible employee or dependent status. Disability benefit coverage terminations will take effect on the day following loss of eligible employee status.

  • Termination Apart from Change of Control In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.

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