TO THE EXTENT PERMITTED BY LAW, EMIRATES EXCLUDES ALL LIABILITY TO ANY MEMBER OR OTHER ENTITY OR PERSON OF WHATSOEVER NATURE IN RESPECT OF ANY NEGLIGENCE, WILFUL MISCONDUCT, POOR SERVICE OR
OTHER BREACH OF OBLIGATION OUT OF THE PROVISION OR FAILURE TO PROVIDE THE SERVICES BY OR ON BEHALF OF A SUPPLIER OR PARTNER ARISING OUT OF THAT LEGAL RELATIONSHIP WITH THE SUPPLIER OR PARTNER.
Not exact matches
Among the factors that could cause actual results to differ materially are the following: (1) worldwide economic, political, and capital markets conditions and
other factors beyond the Company's control, including natural and
other disasters or climate change affecting the operations
of the Company or its customers and suppliers; (2) the Company's credit ratings and its cost
of capital; (3) competitive conditions and customer preferences; (4) foreign currency exchange rates and fluctuations in those rates; (5) the timing and market acceptance
of new product offerings; (6) the availability and cost
of purchased components, compounds, raw materials and energy (including oil and natural gas and their derivatives) due to shortages, increased demand or supply interruptions (including those caused by natural and
other disasters and
other events); (7) the impact
of acquisitions, strategic alliances, divestitures, and
other unusual events resulting from portfolio management actions and
other evolving business strategies, and possible organizational restructuring; (8) generating fewer productivity improvements than estimated; (9) unanticipated problems or delays with the phased implementation
of a global enterprise resource planning (ERP) system, or security
breaches and
other disruptions to the Company's information technology infrastructure; (10) financial market risks that may affect the Company's funding
obligations under defined benefit pension and postretirement plans; and (11) legal proceedings, including significant developments that could occur in the legal and regulatory proceedings described in the Company's Annual Report on Form 10 - K for the year ended Dec. 31, 2017, and any subsequent quarterly reports on Form 10 - Q (the «Reports»).
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.
The Supplier does not exclude liability for: (i) any fraudulent act or omission; or (ii) for death or personal injury caused by negligence or
breach of the Supplier's
other legal
obligations.
You agree to indemnify, defend and hold the USTA Family
of Companies, the USTA» Family
of Companies» subsidiaries and
other affiliated companies / organizations and sponsors and their respective officers, directors, employees and agents harmless from and against any third - party claims, demands, actions, suits, proceedings, liabilities, damages, losses, judgments and expenses (including, but not limited to, the costs
of collection, reasonable attorney's fees and
other reasonable costs
of defense or enforcing your
obligations hereunder) resulting from or arising out
of any
breach of any
of your representations or misuse
of this or any
other USTA Family
of Companies site or
of any site linking to this or any
other USTA Family
of Companies site.
«Failure to comply [with the extradition request] would not only place the UK in
breach of these
obligations but would also jeopardise the UK's ability to seek the extradition
of persons from
other countries,» she added.
There is no way for the author to terminate the contract,
other than through a
breach of contract by D Publishing — unlikely since the contract places almost no
obligations on D Publishing.
If you are not in
breach of your
obligations under this Agreement, for each Printed Books & Digital Books sold to a customer through the Program, A&A Printing will pay you the applicable Royalty
of 80 %
of your list price, net
of refunds, bad debt, and any sales or
other taxes or fees charged to a customer or applied with respect to sales to a customer.
You agree that
breach of the above
obligations will cause irreparable harm to Koch Media, and Koch Media is entitled to (in addition to any
other remedies available to it) ex parte injunctive relief without bond to prevent the
breach or threatened
breach of your
obligations.
In a blog post discussing the involvement
of solicitors in pseudonymous law firms like those alleged to be used by the banks, Richard Moorhead has observed, among
other things, that «there is a substantial risk that the solicitors who signed or were involved in the production
of the letters have
breached their
obligation to act with integrity» and that «there is a question over whether Outcome 11.1 (rule 11.1 in effect) has been
breached that is solicitors must not, take unfair advantage
of third parties [the debtors] in their professional capacity.»
Achmea casts serious doubts on the legality
of CETA's investment chapter, which allows investors from one Party to submit to an arbitral tribunal a claim that the
other Party has
breached an
obligation under CETA.
Because JAMS provides alternative dispute resolution mechanisms that operate in accordance with judicial procedures, we may also deny or limit access to personal data in the following contexts: (i) interference with law enforcement or with private causes
of action, including the prevention, investigation or detection
of offenses or the right to a fair trial, arbitration or mediation; (ii) disclosure where the legitimate rights or important interests
of others would be violated; (iii)
breaching a legal or
other professional privilege or
obligation; (iv) prejudicing employee security investigations or grievance proceedings or in connection with employee succession planning and corporate reorganizations; or (v) prejudicing the confidentiality necessary in monitoring, inspection or regulatory functions connected with sound management, or in future or ongoing negotiations involving JAMS.
Enforcement
of a contract (either through internal processes like moderation
of content, or externally through courts and tribunals) implies that there is a
breach of an
obligation by one party and a consequent infringement
of a right belonging to the
other.
Could one add a defence, along the lines argued by Bell, that «interest» should exclude any fee that represents a reasonable estimate
of the costs incurred by one party where the
other party
breaches its payment
obligations, even where the first party continues to provide the goods or services under the contract?
We may disable your user ID and password at our sole discretion or if you
breach any
of the policies or terms governing your use
of our Bitland Blockchain Land Registry in Ghana website or any
other contractual
obligation you owe to us.
On the
other hand, the Board may decide a landlord is in serious
breach of maintenance
obligations, and can:
Accordingly, the Parties each agree and acknowledge that any such violation or threatened violation may cause irreparable injury to the Disclosing Party and that, in addition to any
other remedies that may be available, in law, in equity, or otherwise, the Disclosing Party shall be entitled (a) to seek injunctive relief against the threatened
breach of this Agreement or the continuation
of any such
breach by the Receiving Party, without the necessity
of proving actual damages, and (b) to be indemnified by the Receiving Party from any loss or harm, including but not limited to attorney's fees, arising out
of or in connection with any
breach or enforcement
of the Receiving Party's
obligations under this Agreement or the unauthorized use or disclosure
of the Disclosing Party's Confidential Information.
The motion judge found the filing
of the lien bond by Dominion satisfied its trust
obligations to Structal under the Act and, upon receipt
of the progress payments from the owner, Dominion could disperse them to
other creditors without being in
breach of the trust provisions
of the Act.
Pain, suffering and loss
of amenity and / or diminution in value and / or loss
of enjoyment
of holidays and / or losses and expenses sustained by them during their stays at the Hotel Torremolinos Beach Club Hotel between October 2000 and July 2002 as a result
of the Defendants» alleged
breach of contracts, the Defendants» and / or suppliers
of other services failure to properly perform their
obligations to the Claimants in accordance with the Package Travel, Package Holidays and Package Tours regulations 1992.
As I have written in a recent article on the topic
of shoplifting demand letters, when lawyers send letters that mislead the public as to their legal
obligations, there is a strong case that these lawyers are
breaching rules
of professional misconduct by, among
other things, knowingly assisting their clients in dishonest conduct and violating their
obligations to act in good faith and practice law with integrity.
(ii) A covered entity is not in compliance with the standards in § 164.502 (e) and paragraph (e)
of this section, if the covered entity knew
of a pattern
of activity or practice
of the business associate that constituted a material
breach or violation
of the business associate's
obligation under the contract or
other arrangement, unless the covered entity took reasonable steps to cure the
breach or end the violation, as applicable, and, if such steps were unsuccessful:
As public positions like these, which are viewed by various groups in society as discriminatory or hateful, are potentially not only contrary to the Statement
of Principles that lawyers will be required to adopt, but also a
breach of their existing
obligations under the Rules
of Professional Conduct, the Law Society should immediately take steps to investigate and, if necessary, publicly censure the lawyers cited above for their failure to advance the administration
of justice by joining
other MPs
of good will in voting to condemn the hateful acts
of certain members
of the public.
The
other interesting development since MacCartney, on the requirement for uninterrupted rest breaks, is an ECJ ruling that the Department
of Trade and Industry (DTI) guidance on the
obligation of employers to ensure workers actually take their rest breaks is a
breach of the UK government's responsibility to implement the Directive.
Confidential Information shall not include any information that: (i) is or becomes generally known to the public without
breach of any
obligation owed to the
other party; (ii) was known to a party prior to its disclosure by the
other party without
breach of any
obligation owed to the
other party; (iii) was independently developed by a party without
breach of any
obligation owed to the
other party; or (iv) is received from a third party without
breach of any
obligation owed to the
other party.
«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.
Other than empowering State Attorney Generals to investigate and pursue legal action against violating companies, the primary purpose
of data
breach notification laws is to ensure that if personal information belonging to platform users and service consumers is compromised, then the target
of the
breach is under
obligation to duly notify any person whose data has been leaked.
You represent and warrant for the benefit
of the Company, the Company's suppliers, and any third parties mentioned on the Site, in addition to
other representations and
obligations contained in these Terms, that: (a) you possess the legal right and ability to enter into and make the representations and warranties contained in these Terms; (b) all information submitted by you to the Site is true and accurate; (c) you will not use the Site for any purpose that is unlawful or prohibited by these Terms; (d) you are the owner
of the Materials and they are original to you; (e) the Materials do not infringe any third party right, such as copyright, trademark, and publicity / privacy right; (f) the Materials do not constitute defamation or libel or otherwise violate the law, and (g) you agree to defend, indemnify, and hold the Company (and its employees, representative, agents, and assigns) harmless from
breaches of (a) through (g).
Without limiting the generality or effect
of other provisions
of this Agreement, as a condition
of use, you agree to indemnify, hold harmless, and defend Operator and its parents, subsidiaries, affiliates, licensors, suppliers and their officers, directors, affiliates, subcontractors, agents and employees (collectively, «Indemnified Parties» and each, individually, an «Indemnified Party») against all costs, expenses, liabilities and damages (including reasonable attorney's fees) incurred by any Indemnified Party in connection with any third party claims arising out
of: (i) your failure to comply with any applicable laws and regulations; and (ii) your
breach of any
of its
obligations set forth in this Agreement.
These provisions and commentaries make clear that Australia's human rights treaty
obligations can be
breached by the actions
of state and territory governments and
other government institutions.
This requires the Government to take positive measures
of protection against the acts
of other parties (including legislative, judicial and administrative acts, and also acts
of non-government parties within Australia) where those acts constitute a
breach of the
obligations in the International Covenant on Civil and Political Rights.
act in accordance with the client's instructions, if acting in accordance with those instructions would lead the brokerage to
breach any
of the brokerage's
obligations to the
other clients, or
ensure the content you submit is not unlawful or for an improper purpose and is not misleading or deceptive, defamatory, in
breach of any copyright, trade mark or
obligation of confidentiality, and not contrary to privacy legislation or any
other applicable law; and
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 and expenses arising from your
breach of the representations, warranties, duties and
obligations made or assumed by you in this Agreement.
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.
According to the case law as
of the date
of this article, a material
breach by one party to a real estate sales contract may be considered a discharge
of the
other party's
obligations thereunder.
Comments Off on Does a
Breach of Contract By One Party to Florida Real Estate Contract Discharge the
Other Parties
Obligations Under The Agreement?
Each party represents and warrants that it has the right, power, and authority to enter into these Agent Terms and to perform its
obligations and duties hereunder, and that the performance
of such
obligations and duties does not and will not conflict with or result in a
breach of any
other agreement
of such party or any judgment, order or decree by which such party is bound.
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.