Upon termination parties need help whilst they make the transition to independence.
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.
I / we agree that if any material change (s) occur (s) in my / our financial condition that I / we will immediately notify BSHFC of said change (s) and unless Baby Safe Homes Franchise Corporation is so notified it may continue to rely
upon the application and financial statement and the representations made herein as a true and accurate statement of my / our financial condition.nI / we authorize Baby Safe Homes Franchise Corporation to make whatever credit inquiries / background checks it deems necessary in connection with this application and financial statement.nI / we authorize and instruct any person or consumer reporting agency to furnish to BSHFC any information that it may have to obtain in response to such credit inquiries.nIn consideration of the ongoing association between Baby Safe Homes and the undersigned applicant (hereinafter u201cApplicantu201d), the
parties hereto have entered into this Non-Disclosure and Non-Competition Agreement.nWHEREAS, in the course of its business operations, Baby Safe Homes provides its customers products and services which, by nature of the business, include trade secrets, confidential and proprietary information, and other matters deemed material or important enough to warrant protection; and WHEREAS, Applicant, by reason of his / her interest in Baby Safe Homes and in the course of his / her duties, has access to said secrets and confidential information; and WHEREAS, Baby Safe Homes has trade secrets and other confidential and proprietary information, including procedures, customer lists, and particular desires or needs of such customers to which Applicant has access in the course of his / her duties as an Applicant.nNow, therefore, in consideration of the premises contained herein, the
parties agree as follows Applicant shall not, either during the time of his / her franchise evaluation with Baby Safe Homes or at any time thereafter either directly or indirectly, communicate, disclose, reveal, or otherwise use for his / her own benefit or the benefit of any other person or entity, any trade secrets or other confidential or proprietary information obtained by Employee by virtue of his / her employment with Baby Safe Homes, in any manner whatsoever, any such information of any kind, nature, or description concerning any matters affecting or relating to the Baby Safe Homes business, or in the business of any of its customers or prospective customers, except as required in the course of his / her employment by Baby Safe Homes or except as expressly authorized Baby Safe Homes Franchise Corporation, in writing.nDuring any period of evaluation with Baby Safe Homes, and for two (2) years thereafter, Applicant shall not, directly or indirectly, induce or influence, divert or take away, or attempt to divert or take away and, during the stated period following
termination of employment, call
upon or solicit, or attempt to call
upon or solicit, any of the customers or patrons Baby Safe Homes including, but not limited to, those
upon whom he / she was directly involved, or called
upon, or catered to, or with whom became acquainted while engaged in the franchise evaluation process of a Baby Safe Homes franchise business.
Termination of the Agreement by either
party will be effective
upon that
party sending written notice to the other
party of their intentions.
The Customer and each Authorized User's rights to access and use the Third
Party Content shall terminate
upon the
termination of these Terms.
Regardless of the cause or basis for the
termination, you agree that The Math Learning Center shall not be liable to you or any third
party for
termination of Website access, and, unless required by law, we will not be required to make information you have provided us through your use of the Website (if any) available to you
upon such
termination.
The Merger Agreement contains certain
termination rights for both VaxGen and OXiGENE, and further provides that,
upon termination of the Merger Agreement under specified circumstances, including by VaxGen to pursue a superior transaction, as defined in the Merger Agreement (including a liquidation), or by OXiGENE to pursue a financing transaction with net proceeds of least $ 30 million, either
party may be required to pay the other
party a
termination fee of $ 1,425,000 and to reimburse the other
party's expenses up to $ 325,000.
Upon termination, Animal League will have no further obligation or responsibility to you with respect to the Services terminated, and you will have no further obligation or responsibility to Animal League with respect to the Services terminated or the Sites; provided, however, the foregoing statement does not apply to any liability, responsibility, or obligation of either
party existing or arising prior to the effective date of
termination.
A contract is a contract and, as expressed by Chief Justice Winkler on behalf of a unanimous court, «From a practical perspective, it is worth repeating that if
parties to an employment agreement specifying a fixed amount of damages intend for mitigation to apply
upon termination without cause, they must express that intention in clear and specific language in the contract.»
For both
parties, pre-determining the period of notice avoids the need for litigation to assess notice
upon termination.
In the same passage, Justice Rothstein stated that the
parties» interests in the conclusion of inquiries in a timely manner, in being kept informed, and in the effect of automatic
termination of privacy investigations all fell within the commissioner's role, which «centres
upon balancing» the rights of individuals to privacy with organizations» needs to disclose information in certain circumstances.
It is illegal to provide an employee with less notice and severance than that required by the ESA, even if the
parties have agreed that the employee will a lesser amount
upon termination.
Each
party to a supervision agreement shall,
upon its
termination, notify the Board in writing not more than 5 days after the date of
termination.
Upon either
party's decision to terminate therapy, Therapist will generally recommend that Client participate in at least one, or possibly more,
termination sessions.