Sentences with phrase «breach of obligations relating»

Not exact matches

Actual results may vary materially from those expressed or implied by forward - looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the Merger, including the risks that (a) the Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval of the Merger Agreement, (c) the parties may fail to secure the termination or expiration of any waiting period applicable under the HSR Act, (d) other conditions to the consummation of the Merger under the Merger Agreement may not be satisfied, (e) all or part of Arby's financing may not become available, and (f) the significant limitations on remedies contained in the Merger Agreement may limit or entirely prevent BWW from specifically enforcing Arby's obligations under the Merger Agreement or recovering damages for any breach by Arby's; (2) the effects that any termination of the Merger Agreement may have on BWW or its business, including the risks that (a) BWW's stock price may decline significantly if the Merger is not completed, (b) the Merger Agreement may be terminated in circumstances requiring BWW to pay Arby's a termination fee of $ 74 million, or (c) the circumstances of the termination, including the possible imposition of a 12 - month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the Merger; (3) the effects that the announcement or pendency of the Merger may have on BWW and its business, including the risks that as a result (a) BWW's business, operating results or stock price may suffer, (b) BWW's current plans and operations may be disrupted, (c) BWW's ability to retain or recruit key employees may be adversely affected, (d) BWW's business relationships (including, customers, franchisees and suppliers) may be adversely affected, or (e) BWW's management's or employees» attention may be diverted from other important matters; (4) the effect of limitations that the Merger Agreement places on BWW's ability to operate its business, return capital to shareholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against BWW and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and / or tax factors; and (8) other factors described under the heading «Risk Factors» in Part I, Item 1A of BWW's Annual Report on Form 10 - K for the fiscal year ended December 25, 2016, as updated or supplemented by subsequent reports that BWW has filed or files with the SEC.

Examples of these risks, uncertainties and other factors include, but are not limited to the impact of: adverse general economic and related factors, such as fluctuating or increasing levels of unemployment, underemployment and the volatility of fuel prices, declines in the securities and real estate markets, and perceptions of these conditions that decrease the level of disposable income of consumers or consumer confidence; adverse events impacting the security of travel, such as terrorist acts, armed conflict and threats thereof, acts of piracy, and other international events; the risks and increased costs associated with operating internationally; our expansion into and investments in new markets; breaches in data security or other disturbances to our information technology and other networks; the spread of epidemics and viral outbreaks; adverse incidents involving cruise ships; changes in fuel prices and / or other cruise operating costs; any impairment of our tradenames or goodwill; our hedging strategies; our inability to obtain adequate insurance coverage; our substantial indebtedness, including the ability to raise additional capital to fund our operations, and to generate the necessary amount of cash to service our existing debt; restrictions in the agreements governing our indebtedness that limit our flexibility in operating our business; the significant portion of our assets pledged as collateral under our existing debt agreements and the ability of our creditors to accelerate the repayment of our indebtedness; volatility and disruptions in the global credit and financial markets, which may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees; fluctuations in foreign currency exchange rates; overcapacity in key markets or globally; our inability to recruit or retain qualified personnel or the loss of key personnel; future changes relating to how external distribution channels sell and market our cruises; our reliance on third parties to provide hotel management services to certain ships and certain other services; delays in our shipbuilding program and ship repairs, maintenance and refurbishments; future increases in the price of, or major changes or reduction in, commercial airline services; seasonal variations in passenger fare rates and occupancy levels at different times of the year; our ability to keep pace with developments in technology; amendments to our collective bargaining agreements for crew members and other employee relation issues; the continued availability of attractive port destinations; pending or threatened litigation, investigations and enforcement actions; changes involving the tax and environmental regulatory regimes in which we operate; and other factors set forth under «Risk Factors» in our most recently filed Annual Report on Form 10 - K and subsequent filings by the Company with the Securities and Exchange Commission.

«Also there would be an issue as to whether Australia was breaching international obligations under TRIPS, the World Trade Organization's trade - related aspects of intellectual property rights system, as well as the Australian - U.S. Free Trade Agreement.»

From that, he draws the conclusion that I have breached my legal obligation under the Public Service Act to comply with the law in all matters relating to employment, and therefore that I an not a fit and proper person to be a member of the Climate Change Authority.

With regard to the question of unlawfulness, the Oberster Gerichtshof has held that, in accordance with the academic writings relating to the protective purpose of the provision, the act of causing pecuniary loss entails an obligation to provide compensation only if the unlawfulness of the loss stems from a breach of contractual obligations, a breach of absolute rights or a breach of protective provisions.

TCL v. Ericsson: Representing TCL in a breach of contract action based on FRAND obligations relating to Ericsson's standard essential patents.

As a founding member of the Data Law Practice at an Am Law 100 law firm, Alia was the co-architect of a privacy - related legal expert system designed to advise clients of their reporting obligations in the wake of a data breach.

Given that Botony breached its obligations, the Court considered what an appropriate remedy might be under the Human Rights Code, which prohibits employment - related discrimination on the basis of «family status.»

In Parkins v Sodexho Ltd [2002] IRLR 109, it was held that a disclosure may relate to a breach of contractual obligations under the claimant's own contract of employment.

These situations also include internal investigations where there are allegations of harassment or discrimination, or where a third - party agency such as a securities commission has requested information relating to potential breaches of the company's obligations.

The reason the inclusion of ISDS provisions is to provide foreign investors the right to seek compensation for damages arising out of breaches of investment related obligations (such as Expropriation, Most Favoured Nation, National Treatment and Fair and Equitable Treatment) by Host State Governments.

The appellants sought a declaration that Canada had breached its disclosure obligations under the IRSSA by refusing to produce transcripts of examinations for discovery from a related action (the Cochrane action).

The dispute related to the breach by Egyptian authorities of contractual and investment - treaty obligations incurred in connection with the «peace pipeline», which was constructed and operated by our clients to sell Egyptian natural gas to Israel.

«Cause» shall mean any of the following events: (i) breach by either party of any of its obligations hereunder; (ii) misappropriation by either party of funds or property of the other party; (iii) any court injunction or judgment against either party relating to copyright or trademark infringement, or other unethical business practices; or (iv) the failure by either party to fulfill any of its obligations hereunder (v) vendor's non-compliance with state or local requirements.

If you register as an Real Estate Professional User, you represent, warrant, and agree that: (1) you are a licensed real estate broker, or licensed real estate agent, and if you are an agent user of the Elm Street Website, you have the permission of your managing broker to register as a Elm Street Real Estate Professional User; (2) you are a member, subscriber or participant in good standing of the Multiple Listing Service that supplies the real estate data and images displayed to you on the Elm Street Website («MLS»); (3) you will terminate your account status if, at any time, you are no longer a licensed real estate broker, or licensed real estate agent, and therefore, are no longer eligible to be a member, subscriber, or participant in good standing of the MLS; (4) you authorize Elm Street to send you emails relating to the Elm Street Website and your Elm Street account; and (5) you will defend, indemnify and hold harmless Elm Street, and its members, managers, subsidiaries, affiliates, officers, employees, agents, and other partners against any and all claims, damages, judgments, and expenses, including attorney» s fees and litigation costs or expenses, arising from your breach of the representations, warranties, duties or obligations made or assumed by you in this Agreement.

MLSs that allow persistent downloading of the MLS database by participants for display or distribution on the Internet or by other electronic means may require that participants» websites (1) utilize appropriate security protection, such as firewalls, provided that any security obligations imposed on participants may not be greater than those employed concurrently by the MLS, and / or (2) maintain an audit trail of consumer activity on participants» websites and make that information available to the MLS if the MLS has reason to believe that a participant's IDX website has caused or permitted a breach in the security of the data or a violation of MLS rules related to use by consumers.