Sentences with phrase «agreement termination provisions»

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.

The arrangement agreement provides that Shoppers Drug Mart is subject to non-solicitation provisions and provides that the Board of Directors of Shoppers Drug Mart may, under certain circumstances, terminate the agreement in favour of an unsolicited superior proposal, subject to payment of a termination fee of $ 300 million to Loblaw and subject to a right of Loblaw to match the superior proposal in question.

He also had an excise tax provision that gives executives extra incentive to do merger deals by increasing termination agreements.

The Trust Agreement has an indefinite term, subject to certain termination provisions discussed in «Description of the Trust Agreement.»

Even after you cease using the Sites or following termination, the provisions of this Agreement set forth in Sections 6.2, 7, 14, 16 and 17 will remain in effect.

The provisions of paragraphs 1 (Copyright, Licenses and Idea Submissions), 2 (Use of the Service), 3 (Indemnification), 4 (Third Party Rights) and 6 (Miscellaneous) shall survive any termination of this Agreement.

The provisions of Sections II and III (E), (G), (H), (I), (K), (L), (M), (N), and (O) shall survive termination of this Agreement.

In the event of any termination of your use of or access to the Web Site, you agree that the provisions of the Agreement regarding Protection of Intellectual Property Rights and License, Indemnification, Disclaimer or Warranties, Limitations of Liability, and Applicable Law shall survive any such termination.

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.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and / or accordingly may deny you access to our Services (or any part thereof).

The arbitration provision contained herein shall be self - executing and shall remain in full force after expiration or termination of this Agreement.

This arbitration provision shall survive termination of this Agreement.

Upon termination of this Agreement, You will remain liable for payment of the balance due for any outstanding Service Order (s), Additional Services or other fees, subject to the Refund provisions below.

The following provisions of this Agreement will survive termination of this Agreement: Sections 1, 3, 5.4, 5.5, 5.6, 5.7, 5.8, 6, 7, 8, 9, 10, and any other provisions that, by their nature, are intended to survive.

The following provisions of this Agreement will survive termination of this Agreement: Sections 1, 3, 4, 9, 11, 12 and 14.

This arbitration provision shall survive termination of this Agreement.

This arbitration provision shall survive: i) the termination of the Agreement; ii) the bankruptcy of any party; iii) any transfer, sale or assignment of your Savings Account, or any amounts owed on your Savings Account, to any other person or entity; or iv) closing of the Savings Account.

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 theprovisions 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 theProvisions, and any other provision that by its terms survives termination of your use or access to the Site, the Content, and / or the Services.

The parties agree that notwithstanding anything to the contrary, the rights and obligations in this mediation - arbitration provision shall survive (1) termination of this Agreement by either party; or (2) default of this Agreement by either party.

The provisions of Section 37 shall survive the termination of this Agreement for a period of one year from the date of termination of this Agreement.

The provisions of Sections 6, 8, 9, 10, 12, 14, 15, 17, 23, 25, 27, 28, 35, 36, 39 and 40 shall survive any termination of this Agreement.

Termination of the rights and interests of the trustee and bondholders under a trust agreement or indenture upon final payment or provision for payment of all debt service and premiums, and other costs, as specifically provided for in the trust instrument.

Provisions relating to the liability of VetLIVE.com, LLC and its licensors, user submissions, Indemnity, Jurisdiction, and Complete Agreement, survive the expiration or termination of these Terms and Use for any reason whatsoever.

The provisions of paragraphs 1 (Copyright, Licenses and Idea Submissions), 2 (Use of the Service), 3 (Indemnification), 4 (Third Party Rights) and 6 (Miscellaneous) shall survive any termination of this Agreement.

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.

One could argue therefore that even if there is no explicit provision authorising the Parties to suspend the agreement for a breach of a provision in Chapter 13, it is undeniable that the agreement allows for termination (and implicitly suspension) generally.

The Proposed Agreement also contains a mechanism for the subsequent addition of provincial parties and notice provisions regarding withdrawal and termination.

Employers should also consider the Ontario Court of Appeal's decision in Howard v. Benson Group Inc. (see our previous blog post here) when drafting termination provisions in fixed term employment agreements.

(2) A notice given by a party to a collective agreement in accordance with provisions in the agreement relating to its termination or renewal shall be deemed to comply with subsection (1).

Both Howard and Alsip are warning to employers who utilize fixed - term agreements that clear and unambiguous early termination provisions are necessary to avoid costly pay - outs to employees.

When an employee's employment is terminated without cause, in the absence of an enforceable termination provision in an employment agreement, the employee will be entitled to reasonable notice of termination of employment at common law.

This arbitration provision shall survive termination of this Agreement.

Although the joint venture agreement included a termination provision, the lack of specificity with respect to the consequences of termination left the parties to litigate.

He regularly acts and advised on disputes centred on deferred remuneration provisions or deferred consideration in LLP and shareholder agreements or in relation to the effect and operation of termination provisions.

The termination provision in his employment agreement read:

Advised Vodafone on the termination provisions (for breach) of the distributorship agreement with the airtime distributor.

So for example, there are numerous questions about what Brexit might do to existing contractual relationships: for instance, could agreements relating to the provision of goods or services into or out of the EU be vulnerable to termination on the basis of frustration, or pursuant to force majeure or material adverse change (MAC) clauses?

Where a termination provision in a fixed - term employment agreement is rendered unenforceable, the employee may be entitled to wages for the balance of the fixed term, without any reduction for mitigated damages.

Canac should have entered an enforceable agreement with the Keenans with a specific provision for notice upon termination.

The provisions of paragraphs 1 (Copyright, Licenses and Idea Submissions), 2 (Use of the Service), 3 (Indemnification), 4 (Third Party Rights), 6 (Hiring an Attorney / No Attorney - Client Relationship), and 7 (Miscellaneous) shall survive any termination of this Agreement, in whole or in part.

In October, the Ontario Court of Appeal once again considered the enforceability of termination provisions, deciding that a severability clause in an employment agreement will not save a termination provision that provides the employee with less than the minimum ESA entitlements.

The cloud policy may also set out additional institutional requirements and obligations (i.e., monitoring changes to the agreement, especially for privacy and security safeguards, ensuring destruction of data following contract termination, having clear termination / transition assistance / return of data provisions, etc.).

Inevitably, disputes arise as to whether a terminated employee is entitled to accelerated vesting, whether a termination was implemented to avoid vesting, or whether a company's failure to grant options or vest shares is in violation of the provisions of the underlying agreements.

Partnership disputes: we advise and appear in disputes regarding partnership agreements, capital contributions, exclusions, partnership termination, retirement provisions, profit share, discrimination and restraint of trade issues..

The Investment Agreement clearly applies to termination without cause of the appellant whether through the provision of reasonable notice or with payment in an attempt for not providing reasonable notice.

In reaching its decision the court reviewed the termination provision found in the Investment Agreement which stated:

As such, if you have a written employment agreement that includes a termination provision, take this, along with your proposed severance offer, and meet with an employment lawyer.

The Agreement also contained a termination provision, which reads in part:

Licensing Termination Provisions for Under - performing License Agreements After securing a patent on an invention and you are making money, another company may want to use the patented technology in their product or service.

The termination provision occupied a single page of the agreement and provided as follows: