Sentences with phrase «liability company act»

Section 18 - 209 of the Delaware Limited Liability Company Act provides for a merger or consolidation of an LLC with a corporation.

First, it authorizes «medium - form mergers» (allowing an entity to accept a tender offer for merger and proceed without submitting the merger vote to the owners in certain circumstances), while clarifying the path toward completing conversions (for example, when a Minnesota corporation converts into a Minnesota limited liability company) and domestications (when an entity formed in another state opts to be governed by Minnesota business statutes, such as the Minnesota Business Corporations Act or Minnesota Revised Limited Liability Company Act.)

To call the California Revised Uniform Limited Liability Company Act «quirky» would be to pay it an unmerited compliment.

Bill was also a member of the committees that drafted the Uniform Limited Liability Company Act and the Uniform Statutory Trust Entity Act.

Under the Delaware Limited Liability Company Act and the governing documents of the Sponsor, the sole member of the Sponsor, Winklevoss Capital Management LLC, is not responsible for the debts, obligations and liabilities of the Sponsor solely by reason of being the sole member of the Sponsor.

Not exact matches

Important factors that could cause actual results to differ materially from those reflected in such forward - looking statements and that should be considered in evaluating our outlook include, but are not limited to, the following: 1) our ability to continue to grow our business and execute our growth strategy, including the timing, execution, and profitability of new and maturing programs; 2) our ability to perform our obligations under our new and maturing commercial, business aircraft, and military development programs, and the related recurring production; 3) our ability to accurately estimate and manage performance, cost, and revenue under our contracts, including our ability to achieve certain cost reductions with respect to the B787 program; 4) margin pressures and the potential for additional forward losses on new and maturing programs; 5) our ability to accommodate, and the cost of accommodating, announced increases in the build rates of certain aircraft; 6) the effect on aircraft demand and build rates of changing customer preferences for business aircraft, including the effect of global economic conditions on the business aircraft market and expanding conflicts or political unrest in the Middle East or Asia; 7) customer cancellations or deferrals as a result of global economic uncertainty or otherwise; 8) the effect of economic conditions in the industries and markets in which we operate in the U.S. and globally and any changes therein, including fluctuations in foreign currency exchange rates; 9) the success and timely execution of key milestones such as the receipt of necessary regulatory approvals, including our ability to obtain in a timely fashion any required regulatory or other third party approvals for the consummation of our announced acquisition of Asco, and customer adherence to their announced schedules; 10) our ability to successfully negotiate, or re-negotiate, future pricing under our supply agreements with Boeing and our other customers; 11) our ability to enter into profitable supply arrangements with additional customers; 12) the ability of all parties to satisfy their performance requirements under existing supply contracts with our two major customers, Boeing and Airbus, and other customers, and the risk of nonpayment by such customers; 13) any adverse impact on Boeing's and Airbus» production of aircraft resulting from cancellations, deferrals, or reduced orders by their customers or from labor disputes, domestic or international hostilities, or acts of terrorism; 14) any adverse impact on the demand for air travel or our operations from the outbreak of diseases or epidemic or pandemic outbreaks; 15) our ability to avoid or recover from cyber-based or other security attacks, information technology failures, or other disruptions; 16) returns on pension plan assets and the impact of future discount rate changes on pension obligations; 17) our ability to borrow additional funds or refinance debt, including our ability to obtain the debt to finance the purchase price for our announced acquisition of Asco on favorable terms or at all; 18) competition from commercial aerospace original equipment manufacturers and other aerostructures suppliers; 19) the effect of governmental laws, such as U.S. export control laws and U.S. and foreign anti-bribery laws such as the Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and environmental laws and agency regulations, both in the U.S. and abroad; 20) the effect of changes in tax law, such as the effect of The Tax Cuts and Jobs Act (the «TCJA») that was enacted on December 22, 2017, and changes to the interpretations of or guidance related thereto, and the Company's ability to accurately calculate and estimate the effect of such changes; 21) any reduction in our credit ratings; 22) our dependence on our suppliers, as well as the cost and availability of raw materials and purchased components; 23) our ability to recruit and retain a critical mass of highly - skilled employees and our relationships with the unions representing many of our employees; 24) spending by the U.S. and other governments on defense; 25) the possibility that our cash flows and our credit facility may not be adequate for our additional capital needs or for payment of interest on, and principal of, our indebtedness; 26) our exposure under our revolving credit facility to higher interest payments should interest rates increase substantially; 27) the effectiveness of any interest rate hedging programs; 28) the effectiveness of our internal control over financial reporting; 29) the outcome or impact of ongoing or future litigation, claims, and regulatory actions; 30) exposure to potential product liability and warranty claims; 31) our ability to effectively assess, manage and integrate acquisitions that we pursue, including our ability to successfully integrate the Asco business and generate synergies and other cost savings; 32) our ability to consummate our announced acquisition of Asco in a timely matter while avoiding any unexpected costs, charges, expenses, adverse changes to business relationships and other business disruptions for ourselves and Asco as a result of the acquisition; 33) our ability to continue selling certain receivables through our supplier financing program; 34) the risks of doing business internationally, including fluctuations in foreign current exchange rates, impositions of tariffs or embargoes, compliance with foreign laws, and domestic and foreign government policies; and 35) our ability to complete the proposed accelerated stock repurchase plan, among other things.

Such risks, uncertainties and other factors include, without limitation: (1) the effect of economic conditions in the industries and markets in which United Technologies and Rockwell Collins operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates, levels of end market demand in construction and in both the commercial and defense segments of the aerospace industry, levels of air travel, financial condition of commercial airlines, the impact of weather conditions and natural disasters and the financial condition of our customers and suppliers; (2) challenges in the development, production, delivery, support, performance and realization of the anticipated benefits of advanced technologies and new products and services; (3) the scope, nature, impact or timing of acquisition and divestiture or restructuring activity, including the pending acquisition of Rockwell Collins, including among other things integration of acquired businesses into United Technologies» existing businesses and realization of synergies and opportunities for growth and innovation; (4) future timing and levels of indebtedness, including indebtedness expected to be incurred by United Technologies in connection with the pending Rockwell Collins acquisition, and capital spending and research and development spending, including in connection with the pending Rockwell Collins acquisition; (5) future availability of credit and factors that may affect such availability, including credit market conditions and our capital structure; (6) the timing and scope of future repurchases of United Technologies» common stock, which may be suspended at any time due to various factors, including market conditions and the level of other investing activities and uses of cash, including in connection with the proposed acquisition of Rockwell; (7) delays and disruption in delivery of materials and services from suppliers; (8) company and customer - directed cost reduction efforts and restructuring costs and savings and other consequences thereof; (9) new business and investment opportunities; (10) our ability to realize the intended benefits of organizational changes; (11) the anticipated benefits of diversification and balance of operations across product lines, regions and industries; (12) the outcome of legal proceedings, investigations and other contingencies; (13) pension plan assumptions and future contributions; (14) the impact of the negotiation of collective bargaining agreements and labor disputes; (15) the effect of changes in political conditions in the U.S. and other countries in which United Technologies and Rockwell Collins operate, including the effect of changes in U.S. trade policies or the U.K.'s pending withdrawal from the EU, on general market conditions, global trade policies and currency exchange rates in the near term and beyond; (16) the effect of changes in tax (including U.S. tax reform enacted on December 22, 2017, which is commonly referred to as the Tax Cuts and Jobs Act of 2017), environmental, regulatory (including among other things import / export) and other laws and regulations in the U.S. and other countries in which United Technologies and Rockwell Collins operate; (17) the ability of United Technologies and Rockwell Collins to receive the required regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the merger) and to satisfy the other conditions to the closing of the pending acquisition on a timely basis or at all; (18) the occurrence of events that may give rise to a right of one or both of United Technologies or Rockwell Collins to terminate the merger agreement, including in circumstances that might require Rockwell Collins to pay a termination fee of $ 695 million to United Technologies or $ 50 million of expense reimbursement; (19) negative effects of the announcement or the completion of the merger on the market price of United Technologies» and / or Rockwell Collins» common stock and / or on their respective financial performance; (20) risks related to Rockwell Collins and United Technologies being restricted in their operation of their businesses while the merger agreement is in effect; (21) risks relating to the value of the United Technologies» shares to be issued in connection with the pending Rockwell acquisition, significant merger costs and / or unknown liabilities; (22) risks associated with third party contracts containing consent and / or other provisions that may be triggered by the Rockwell merger agreement; (23) risks associated with merger - related litigation or appraisal proceedings; and (24) the ability of United Technologies and Rockwell Collins, or the combined company, to retain and hire key personnel.

(a) Schedule 2.7 (a) of the Disclosure Schedule contains a list setting forth each employee benefit plan, program, policy or arrangement (including any «employee benefit plan» as defined in Section 3 (3) of the Employee Retirement Income Security Act of 1974, as amended («ERISA»)(«ERISA Plan»)-RRB-, including, without limitation, employee pension benefit plans, as defined in Section 3 (2) of ERISA, multi-employer plans, as defined in Section 3 (37) of ERISA, employee welfare benefit plans, as defined in Section 3 (1) of ERISA, deferred compensation plans, stock option plans, bonus plans, stock purchase plans, fringe benefit plans, life, hospitalization, disability and other insurance plans, severance or termination pay plans and policies, sick pay plans and vacation plans or arrangements, whether or not an ERISA Plan (including any funding mechanism therefore now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, oral or written, under which (i) any current or former employee, director or individual consultant of the Company (collectively, the «Company Employees») has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or (ii) the Company or any ERISA Affiliate (as hereinafter defined) has had, has or may have any actual or contingent present or future liability or obligation.

Despite some pushback from opposition party members, The Companies and Limited Liability Company (Initial Coin Offering) Act successfully navigated Bermuda's House of Assembly on April 27, 2018.

However, companies should be aware of the regulatory and legal landscape so that they may proactively act to avoid future civil and criminal liabilities.

MPs of the island nation will soon return to Parliament, and high up on the agenda will be to debate the Companies and Limited Liability Company (Initial Coin Offering) Amendment Act 2018.

Management of Menzgold, said the company is a limited liability company duly registered and incorporated in Ghana, by the company's Act of 1963 (ACT 17Act of 1963 (ACT 17ACT 179).

Zylofon Media Company Limited is limited liability company duly registered and incorporated in Ghana by the company's Act of 1963 (ACCompany Limited is limited liability company duly registered and incorporated in Ghana by the company's Act of 1963 (ACcompany duly registered and incorporated in Ghana by the company's Act of 1963 (ACcompany's Act of 1963 (ACT 17Act of 1963 (ACT 17ACT 179).

Cuomo says he wants lawmakers to act on a measure to forfeit the pensions of legislators convicted of felonies, and close a campaign finance loophole that allows Limited Liability Companies to circumvent contribution limits.

Topics to be discussed include: Court Procedure: An understanding of the civil litigation process in New Jersey as it pertains to negligence claims; Damages: Understanding the standards for, and the differences between Compensatory and Punitive Damages; Facility Maintenance: Identifying potential safety hazards related to facilities and grounds, and taking reasonable steps to address common problems; Indemnification: Identifying when the school district is responsible for the actions of its employees, and when it may disclaim coverage; Insurance Coverage Issues: Understanding what is, and is not covered under a school district's insurance policy, and understanding whether your district will be allowed to choose its attorney or be required to utilize the attorney assigned by the Insurance Company; Negligent Supervision: Examples of school district negligence liability lie within the school, on the athletic field, in the locker room, and on school trips; Sovereign Immunity: Understanding the effect of the New Jersey Torts Claims Act on negligence claims against school districts.

These companies pay dividends out of their profits quarterly, which acts to reduce their average surpluses as a percentage of their total assets and liabilities.

Terms, defined.For purposes of the Credit Services Organization Act: (1) Buyer shall mean an individual who is solicited to purchase or who purchases the services of a credit services organization; (2) Consumer reporting agency shall have the meaning assigned by the Fair Credit Reporting Act, 15 U.S.C. 1681a (f); (3) Credit services organization shall mean a person who, with respect to the extension of credit by others and in return for the payment of money or other valuable consideration, provides or represents that the person can or will provide any of the following services: (a) Improving a buyer's credit record, history, or rating; (b) Obtaining an extension of credit for a buyer; or (c) Providing advice or assistance to a buyer with regard to subdivision (a) or (b) of this subdivision; (4) Extension of credit shall mean the right to defer payment of debt or to incur debt and defer its payment offered or granted primarily for personal, family, or household purposes; and (5) Person shall include individual, corporation, company, association, partnership, limited liability company, and other business entity.

On the other hand, if you let them make a renters insurance liability claim against you, their act of cashing the check from the insurance company generally waives future claims or extensions of claims against you.

While you may have voluntary protections on liability from the debit card company, he says, debit cards are not covered under the federal Fair Credit Billing Act as credit cards are.

The cardholder agrees that s / he will defend and indemnify the Priority Pass group of companies, its directors, officers, employees and agents (collectively «the indemnified parties») against and hold each indemnified party harmless from all liabilities, damages, losses, claims, suits, judgments, costs and expenses (including reasonable legal fees) for injury to or death of any person or damage to, or destruction of, any property arising from the use of any lounge by the cardholder or any other person accompanying the cardholder, except that such indemnification shall not extend to acts of gross negligence or wilful misconduct by the indemnified parties.

The company will do its best to minimize the effects of matters outside its control, but can not accept any liability, nor will issue any refunds for these matters which include political disputes, border closures, refusals of visas, industrial action, delayed flights, unforeseeable climate, earthquakes, acts of god, etc..

The report recommends that the offence of a company failing to prevent bribery by persons acting on a company's behalf should be one of strict liability, with the removal of the need to prove negligence under cl 5 (1)(c).

Sebastian Jungemeyer has been acting for a foreign mail - order business in the entertainment sector in asserting payment claims, while Stefan Osing represented AXA in liability proceedings against several architects, engineers and construction companies.

In other work, Henning Moelle has been acting as international lead counsel for the pharmaceutical company Grünenthal in product liability claims for alleged birth defects caused by thalidomide.

The trucker is acting on behalf of the company as he or she drives, which might pass at least some of the liability for your crash on to the trucking company.

We practise law in Myanmar through Stephenson Harwood Myanmar Limited which is a limited liability company registered under the Myanmar Companies Act 1914 and having registration number 42FC / 2016 -2017 (YGN).

Pilar is fluent in English and is a regular speaker at seminars to national and international insurance companies on topics including product liability claims, engineering clauses, alternative dispute resolution methods, professional indemnity and the Spanish Insurance Contract Act.

Ms. Luther represented a commercial lender in an action brought by a managing member of a limited liability company who alleged that the lender violated the Unruh Civil Rights Act by declining to make a loan to managing member's limited liability company based on managing member's prior felony convictions.

For example, they must protect themselves from liability under the U.S. 1977 Foreign Corrupt Practices Act that renders them vulnerable to prosecution if the company they acquire has been engaged in illegal conduct.

It can also protect the company offering the securities from liability, acting as proof that the investor was fully informed.

After several constitutional challenges based on equal protection and Congressional power, the Graves Amendment to the Safe, Accountable, Flexible, Efficient Transportation Equity Act, 49 U.S.C. § 30106 (2005) essentially eliminated vicarious liability for rental car companies.

Vicarious liability is the legal means by which we can pursue action against a vehicle owner or an employer for the negligent and injurious actions of those driving their vehicle or employees acting on behalf of the company.

«Many of the claims from the residents may be covered by insurance, however, there may have been serious failings by the management company, acting on behalf of the local authority, that may give rise to further liability in contract (to the tenants of the block) and in negligence.

Consequently, as we enter the Bribery Act enforcement era with expanded corporate criminal liability and a new corporate offence of failing to prevent bribery, the trend to civil recovery is likely to be short lived and viewed as a pragmatic «stop gap» response to apparent deficiencies in the criminal justice architecture rather than as a long term enforcement trend in settling overseas corruption cases involving companies.

«As the management company was acting on behalf of the landlord, the primary liability will initially fall on the local authority.

He often acts as outside general counsel to many corporations and limited liability companies.

To date, the two DPAs secured in the United Kingdom have not faced any difficult application of corporate criminal liability: Standard Bank plc related to the strict liability offence of failing to prevent bribery under section 7 of the Bribery Act 2010; XYZ Ltd applied to a small company in which the directing mind and will was easily identified.

Representation as lead counsel in defending a drum recycling company in a Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) action in U.S. District Court for the District of Rhode Island concerning the Centredale Manor Restoration Project Superfund site in North Providence, Rhode Island.

However, the Court quickly adds, in a footnote, that a company's mere failure to act to prevent infringement, absent other evidence of intent, is not grounds for liability.

BAT Industries v Sequana Acting for BAT Industries in a multi-party, multi-jurisdictional commercial dispute concerning liability for environmental pollution of rivers in the United States, and a claim in Chancery Division for over US$ 800 million in respect of dividends paid out by a company in the face of a contingent indemnity liability in respect of such pollution, allegedly unlawfully, in breach of fiduciary duty and as a transaction defrauding creditors under s423 Insolvency Act 1986.

While a DPA is a sanction and a sort of public rebuke, the company is not required to admit wrongdoing and so, as typically with insurers acting for a defendant insured, the action can be settled without admission of liability.

A lot of other states simply call it vicarious liability, but the important thing is if that's what you're trying to show, that a company or employer should be responsible for the negligence of their employees, you need to be able to show that the person who was negligent, the employee, was acting for the most part in furtherance of their employer's interests, doing the job they were hired to do.

The Corporate Manslaughter and Corporate Homicide Act 2007 Instead of requiring a grossly negligent «act or omission» on the part of the «controlling mind» of a company (as previously), the Corporate Manslaughter and Corporate Homicide Act 2007 — enacted on 24 July 2007 — seeks to create liability for a company, government departments or police forces if (and only if)(cl 1 (3)-RRB- «the way in which its activities are managed or organised by its senior management is a substantial element» in the «gross breach of a relevant duty of care» — punishable by a fiAct 2007 Instead of requiring a grossly negligent «act or omission» on the part of the «controlling mind» of a company (as previously), the Corporate Manslaughter and Corporate Homicide Act 2007 — enacted on 24 July 2007 — seeks to create liability for a company, government departments or police forces if (and only if)(cl 1 (3)-RRB- «the way in which its activities are managed or organised by its senior management is a substantial element» in the «gross breach of a relevant duty of care» — punishable by a fiact or omission» on the part of the «controlling mind» of a company (as previously), the Corporate Manslaughter and Corporate Homicide Act 2007 — enacted on 24 July 2007 — seeks to create liability for a company, government departments or police forces if (and only if)(cl 1 (3)-RRB- «the way in which its activities are managed or organised by its senior management is a substantial element» in the «gross breach of a relevant duty of care» — punishable by a fiAct 2007 — enacted on 24 July 2007 — seeks to create liability for a company, government departments or police forces if (and only if)(cl 1 (3)-RRB- «the way in which its activities are managed or organised by its senior management is a substantial element» in the «gross breach of a relevant duty of care» — punishable by a fine.

Charities Act 2006 (Commencement No 4, Transitional Provisions and Savings) Order 2008 (SI 2008/945) Brought into force, intralia, the fol lowing provisions of the Charities Act 2006 on 1 April 2008: s 1 (meaning of charity); s 2 (meaning of «charitable purpose»); s 3 («public benefit» test); s 4 (6)(guidance as to the operation of the public benefit requirement); s 5 (1)(special provisions about recreational charities, sports clubs etc); s 5 (2)(special provisions about recreational charities, sports clubs etc); s 29 (1)(duty of auditor etc. of charity which is not a company to report matters to the Commission); s 30 (Group Accounts); s 33 (duty of auditor etc of charitable company to report matters to the Commission); and s 38 (power of Commission to relieve trustees, auditors etc from liability for breach of trust or duty.

(Commencement No 4, Transitional Provisions and Savings) Order 2008 (SI 2008/945) Brought into force, intralia, the fol lowing provisions of the Charities Act 2006 on 1 April 2008: s 1 (meaning of charity); s 2 (meaning of «charitable purpose»); s 3 («public benefit» test); s 4 (6)(guidance as to the operation of the public benefit requirement); s 5 (1)(special provisions about recreational charities, sports clubs etc); s 5 (2)(special provisions about recreational charities, sports clubs etc); s 29 (1)(duty of auditor etc. of charity which is not a company to report matters to the Commission); s 30 (Group Accounts); s 33 (duty of auditor etc of charitable company to report matters to the Commission); and s 38 (power of Commission to relieve trustees, auditors etc from liability for breach of trust or duty.

Trucking companies may try to fight liability under this theory by arguing that the wrongful act did not occur within the scope of employment or that the driver was an independent contractor rather than an employee.

Trucking companies may try to fight liability under this theory by arguing that the wrongful act did not occur while within the scope of employment.

The Appellate Division reversed a trial court's decision to not impose personal liability on the owner of a residential construction company under the Consumer Fraud Act.

This bill is about protecting the largest companies from liability for the most egregious acts against the largest number of individuals — consumers and employees — who have no viable recourse other than class action litigation.

Corporate criminal liability is subject to «offences committed on [companies»] account by their organs or representatives», namely for actions committed by persons who exercise direction, administration, management or control functions, or by persons who act on behalf of an identified delegation of power that meets specific criteria.