Sentences with phrase «liability limitation agreements»

They also require companies to disclose whether they have entered into a liability limitation agreement with their auditors.

Not exact matches

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.

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.

In the event this agreement is terminated, the restrictions regarding Materials appearing on the site, and the representations and warranties, indemnities and limitations of liabilities set forth in this agreement shall survive any such termination.

In the event of termination, you are no longer authorized to access the message boards, and the restrictions imposed on you with respect to material downloaded from the message boards, the disclaimers and limitations of limitations of liabilities set forth in this Agreement, shall survive.

If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

The Agreements include information about future changes to the Agreements, export controls, automatic renewals, limitations of liability, privacy information, a class action waiver, and resolution of disputes by arbitration instead of in court.

You agree to defend, indemnify and hold harmless Real Plans, its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Sites and Services; (ii) your violation of any term of this Agreement; (iii) your violation of any third - party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content Submissions caused damage to a third party.

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers and limitations of liability.

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SERVICE, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS, LIMITATION OF LIABILITY, AND YOUR INDEMNITY TO US, AND THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURTS OR JURY TRIALS, AND LIMITS THE REMEDIES AVAILABLE IN THE EVENT OF A DISPUTE.

If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

LIMITATION OF LIABILITY; DISCLAIMERS Except with respect to liabilities arising under the previous paragraph, in no event shall either party be liable to the other party for indirect, incidental, consequential, special, or exemplary damages, including, without limitation, damages for loss of revenue or lost profits, arising from any provision of this agreement or the Archway Publishing affiliate marketing program generally, even if such party had been advised of the possibility of sucLIMITATION OF LIABILITY; DISCLAIMERS Except with respect to liabilities arising under the previous paragraph, in no event shall either party be liable to the other party for indirect, incidental, consequential, special, or exemplary damages, including, without limitation, damages for loss of revenue or lost profits, arising from any provision of this agreement or the Archway Publishing affiliate marketing program generally, even if such party had been advised of the possibility of suclimitation, damages for loss of revenue or lost profits, arising from any provision of this agreement or the Archway Publishing affiliate marketing program generally, even if such party had been advised of the possibility of such damages.

The following provisions of this Agreement shall survive termination of your use or access to the Site: Disclaimer of Warranties, Limitation of Liability, Submissions Through the Website, Specific Consents, Granted by Your Enrollment, Trademarks, Governing Law and Dispute Resolution, Waiver, Indemnification, General Provisions, and any other provision that by its terms survives termination of your use or access to the Site, the Content, and / or the Services.

Warranties and disclaimers; liability limitations EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN AN AGREEMENT BETWEEN YOU AND FIFTH AVENUE VETERINARY CLINIC, ALL INFORMATION AND SOFTWARE ON THIS WEB SITE ARE PROVIDED «AS IS» WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ON - INFRINGEMENT.

If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

In the event of termination, you are no longer authorized to access the Slow Travel Classifieds, including the Interactive Areas, and the restrictions imposed on you with respect to Content downloaded from the Slow Travel Classifieds, as well as the disclaimers and limitations of liabilities set forth in this agreement, shall survive.

The Tour Participant Agreement outlines all of the terms and conditions pertaining to bookings with Artisans of Leisure, including necessary limitations on our liability.

Upon termination, all provisions of this Agreement that are intended to survive termination, all representations and warranties, all limitations of liability, and all indemnities shall survive such termination.

Subject to the terms of this Agreement, You are granted a limited, nontransferable, royalty - free license to redistribute and sublicense the use of the Programs solely to Authorized End - Users: in object code form only; (ii) as embedded within Your Integrated Product for internal company use, hosted applications, websites, commercial solutions deployed at Your Authorized End Users sites, or shrink - or click - wrapped software solutions; and (iii) pursuant to an end user license agreement or terms of use that: imposes the limitations set forth in this paragraph on Your Authorized End - Users; prohibits distribution of the Programs by Your Authorized End - Users; limits the liability of Your licensors or suppliers to the maximum extent permitted by applicable law; and prohibits any attempt to disassemble the code, or attempt in any manner to reconstruct, discover, reuse or modify any source code or underlying algorithms of the Programs, except to the limited extent as is permitted by law notwithstanding contractual proAgreement, You are granted a limited, nontransferable, royalty - free license to redistribute and sublicense the use of the Programs solely to Authorized End - Users: in object code form only; (ii) as embedded within Your Integrated Product for internal company use, hosted applications, websites, commercial solutions deployed at Your Authorized End Users sites, or shrink - or click - wrapped software solutions; and (iii) pursuant to an end user license agreement or terms of use that: imposes the limitations set forth in this paragraph on Your Authorized End - Users; prohibits distribution of the Programs by Your Authorized End - Users; limits the liability of Your licensors or suppliers to the maximum extent permitted by applicable law; and prohibits any attempt to disassemble the code, or attempt in any manner to reconstruct, discover, reuse or modify any source code or underlying algorithms of the Programs, except to the limited extent as is permitted by law notwithstanding contractual proagreement or terms of use that: imposes the limitations set forth in this paragraph on Your Authorized End - Users; prohibits distribution of the Programs by Your Authorized End - Users; limits the liability of Your licensors or suppliers to the maximum extent permitted by applicable law; and prohibits any attempt to disassemble the code, or attempt in any manner to reconstruct, discover, reuse or modify any source code or underlying algorithms of the Programs, except to the limited extent as is permitted by law notwithstanding contractual prohibition.

The sections of this Agreement entitled Intellectual Property Rights, Disclaimer, Limitation of Liability, Indemnification, Miscellaneous shall survive the termination of this Agreement.

This is where negotiating limitations of liability (an certain other «sacred cow» provisions) can become tricky, as they are often the last agreement made before signing, and must be flowed through to the subcontractors.

Thanks to some skilled lawyering on the part of BDC's counsel, the agreement contained a limitation of liability clause that did not exclude or restrict liability «resulting from fraud.»

If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

We believe that the limitations on our liability as set out in this agreement are reasonable having regard to the availability and cost of professional indemnity insurance and possible changes in its availability and costs.

Keywords: Contracts, Limitation of Liability (Exclusion) Clauses, Enforceability, Torts, Negligence, Occupier's Liability, Consumer Protection, Consumer Agreements, Statutory Interpretation, Conflicting Statutes, Ejusdem Generis, Expressio Unius Est Exclusio Alterius, Exhaustiveness Doctrine, Generalia Specialibus Non Derogant, Absurdity Doctrine, Occupiers» Liability Act, ss.

A recent High Court decision (Zayo Group International Ltd v Ainger and others [2017] EWHC 2542 (Comm)-RRB- has delivered a pertinent reminder of the importance of complying with the strict terms of notice provisions in a sale and purchase agreement, both in terms of the contents of those notices and how they are served, and of giving careful consideration to the effects of limitations of liability in a sale and purchase agreement.

The convention was an agreement to establish terms, conditions, and limitations of liability for carriage by air; this was the first recognition of the airline industry as we know it today.

The terms of this Agreement, which by their nature one would reasonably intend to survive this Agreement shall survive it, including terms addressing confidentiality (Article 4), ownership (Article 5), termination (Article 6), representations and warranties (Article 7), indemnity (Article 8), limitation of liability (Article 9), and the applicable miscellaneous sections in Article 10.

If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.