Sentences with phrase «as breach of the agreement»

Not exact matches

Some investors were pushing for Shop.ca to focus on profitability instead of scale, according to a former insider, who requested anonymity so as not to risk breaching a confidentiality agreement.

As part of the settlement, Trulia agreed to drop the breach of contract lawsuit it filed against Move in February, after ListHub announced it had terminated its syndication agreement with Trulia in the wake of Trulia's acquisition by Zillow.

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.

The term of the TRAs will commence upon the completion of this offering and will continue until all such tax benefits have been utilized or expired, unless we exercise our rights to terminate the agreements or payments under the agreements are accelerated in the event that we materially breach any of our material obligations under the agreements (as described below).

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.

Under the Caltex franchise agreement, if a franchisee is terminated due to a breach of the franchise agreement (which can occur for wage underpayment as well as other reasons) the value of the business is returned to Caltex with the franchisee receiving only the value of any stock or other owned assets.

As many journalists and commentators have argued, agreements like the TPP have dubious benefits for citizens of the countries involved.ISDS provisions have been criticised by U.S. Constitutional lawyer Lori Wallach for «empowering corporations to sue governments — outside their domestic court systems — over any action the corporations believe undermines their expected future profits or rights under the pact by reporting breaches, removing online content and even denying access to Internet users».

Notwithstanding the foregoing, no action brought by either party against the other for breach of this Agreement shall be limited to breach of contract remedies and either party may bring any additional cause (s) of action that would otherwise be available to it, including and only as applicable based on the facts presented, copyright infringement pursuant to Title 17 of the United States Code.

I fully indemnify, defend and hold harmless Car Throttle (and any third parties authorised by Car Throttle using or exploiting the Content), their respective officers, employees, successors, licensees and permitted assigns from and against: (a) any costs, claim, demand, action, damages, loss and / or expense arising from actions brought by any third parties arising from any breach of any of the representations, warranties or agreements made by you; (b) any claims of or respecting slander, libel, defamation, invasion of privacy or right of publicity, false light, infringement of copyright or trademark, or violations of any other rights arising out of or relating to any use of the Content as authorised herein.

At the request of Car Throttle and at your own expense, you shall provide all reasonable assistance to enable Car Throttle to resist any claim, action or proceedings brought against Car Throttle as a consequence of any breach of this Agreement.

You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, fanatix's computer systems, or the technical delivery systems of fanatix's providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by fanatix (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Fanatix (NOTE: crawling the Services is permissible if done in accordance with the provisions of the robots.txt file, however, scraping the Services without the prior consent of fanatix is expressly prohibited); (iv) forge any TCP / IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source - identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail - bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.

Technically, the county has been in breach of that agreement since Jan. 1, but the developer has been looking the other way as the administration worked to finalize a deal.

However, if the scenario were to play out in which both politicians are found to have broken rules, I suspect that we would see a «gentlemen's agreement» between both Labour and Conservative parties not to make political capital out of either case - whereas if either Mrs Spelman or Mr Brown were found to have breached rules as an isolated news story, there would be calls for sackings, resignations etc..

«It is important to state here that there has never been a time when Modakeke engaged in any action capable of breaching the 1999 Peace Agreement as alleged by the groups.

«Also there would be an issue as to whether Australia was breaching international obligations under TRIPS, the World Trade Organization's trade - related aspects of intellectual property rights system, as well as the Australian - U.S. Free Trade Agreement.»

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys» fees, due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

No waiver by BeautifulPeople of any breach of this Agreement shall be considered as a waiver of any subsequent breach of the same provision or any other provision.

No waiver by Us of any breach of this Agreement shall be considered as a waiver of any subsequent breach of the same provision or any other provision.

If the proposed settlement agreement is approved by the Court, ruby will contribute a total of $ 11.2 million USD to a settlement fund, which will provide, among other things, payments to settlement class members who submit valid claims for alleged losses resulting from the data breach and alleged misrepresentations as described further in the proposed settlement agreement.

Academies established between September 2008 and September 2010, as well as post-June 2014, must comply with the nutritional standards or risk being in breach of their funding agreements.

If a third party asserts that you did not have all rights required to make your eBook available on NOOK Press, or if we believe that you may be in breach of your representations and warranties in this Agreement, we will be entitled to hold all Royalties due until we determine that the validity of the third party claim, that you were not in breach or have fully remedied your breach, as applicable.

Authors basically can not terminate the license unless Dymocks is proven to be in breach of the agreement, which would be difficult for an author to prove, as the agreement does not put much obligation on Dymocks to do specific things.

Any loss, claim or injury based on errors or inaccuracies appearing on the Elegant Book Design website or within the author's written documents, including without limitation as a result of any breach of the terms of this agreement.

The Author accepts that this is an aim and not a guarantee as unpredictable events may affect the timeline and failure to meet this deadline does not constitute a breach of this Agreement.

The plaintiffs seek more than $ 20 million for fraud, breach of the franchise agreement, and negligence as well as punitive damages and attorney's fees.

Any misuse of the sellers / breeders bloodlines could result in irreparable damage to that reputation, therefore should a puppy that was sold as a pet or with conditional breeding rights be utilized for breeding in a program other than outlined in this agreement, EQ Bostons will take legal action including repossession of the dog, recovery of punitive damages and recovery of all expenses associated in remedying the breach of contract including but not limited to: Attorney's fees, transportation, unpaid wages, shipping, and vet expenses.

«One woman, who joined his London gallery as an employee in 1998, aged 25 and was asked by him to become an assistant is now in breach of a non-disclosure settlement agreement», the Guardian online revealed

In fact, if there ever were such confidentiality agreements, then CRU had breached them right from the start — by sending the 1991 version of the data to the US Department of Energy which published the station data online; by placing the 1996 version online at CRU as part of the ADVANCE / 10K program; and by sending station data out on request (not just to Georgia Tech, but to others, including Mann and Rutherford in 2005 and even to me in 2002 before I was identified as a potential critic).

For the avoidance of doubt, Gross Revenues shall (A) exclude monies received from any source other than the sale of electric energy and capacity, including, without limitation, any of the following: (i) any federal, state, county or local tax benefits, grants or credits or allowances related to, derived from, or granted to the Wind Energy Project or Grantee, including, but not limited to, investment or production tax credits, or property or sales tax exemptions, (ii) proceeds from financing activities, sales, assignments, partial assignments, contracts (other than the power purchase agreement) or other dispositions of or related to the Wind Energy Project (such as damages for breach of contract or liquidated damages for delays in project completion or failures in equipment performance), (iii) amounts received as reimbursements or compensation for wheeling costs or other electricity transmission or delivery costs, and (iv) any proceeds received by Grantee as a result of damage or casualty to the Wind Energy Project, or any portion thereof and (B) include any revenues derived from Grantee's sale of carbon dioxide trading credits, renewable energy credits or certificates, emissions reduction credits, emissions allowances, green tags, tradable renewable credits, or Green - e ® products, any of which are allocated to Grantee, if applicable, through its participation in any voluntary registry, association or market - based exchange.

Following a settlement agreement with the US Department of Justice in 2010, and a fine of $ 400 million, a settlement was then reached with the SFO: BAE Systems pleaded guilty to one charge of breach of duty to keep accounting records and paid a # 30m penalty, some of which was distributed as a charitable payment for the benefit of Tanzania.

However, London's reign as arbitration capital may be under threat after last week's European Court of Justice (ECJ) ruling in West Tankers that it was inconsistent with EC reg 44/2001 (the successor of the Brussels Convention) for a court of a European member state to make an order (commonly known as an anti-suit injunction) to restrain a person from commencing or continuing proceedings in another member state on the ground that such proceedings are in breach of an arbitration agreement.

As for claims that Bannon breached contractual agreements on speaking, Kotler says Trump can sue for breach of contact.

24.3 Each party agrees that it shall have no right or remedy (other than for breach of contract) in respect of any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement.

As in the instant case, the plaintiff there alleged that the individual defendant obtained certain trade secrets during his employment with plaintiff, then in breach of a confidentiality agreement that was part of his employment contract, misappropriated that information when he went to work for the defendant JPS.

In CLAAS, Dr Ng breached a clause in a shareholders» agreement with the medical centre to not engage in any business in competition with the business of the medical centre and / or the practice of aesthetic medicine for as long as he remained a shareholder and for a period of three years following the date when he ceased to hold shares in the medical centre (the «restraint of trade clause»).

As Professor Doug Berman at the Sentencing Law and Policy reports, a Northern District of Iowa judge reduced a defendant's sentence to punish the prosecution for a serious breach of the terms of the plea agreement.

Bim Kemi v Blackburn Chemicals [2002] EWHC 25 (Comm): instructed as junior Counsel in 4 - week trial - claims and cross claims for breaches of knowhow licence and distribution agreements.

The husband unsuccessfully tried to pay up the arrears of support at the last minute but the court was unimpressed and ordered him to pay more as he had breached the deal and deprived the wife of what she had bargained for in the original Vancouver separation agreement.

A party is not entitled to enjoin the breach of a contract by another, unless he himself has performed what the contract requires of him so far as possible; if he himself is in default or has given cause for nonperformance by defendant, he has no standing in equity... Having committed the first breach, the general rule is that a material breach of the Agreement allows the non-breaching party to treat the breach as a discharge of his contract liability.

She is entitled to treat the respondent's breaches as a repudiation of the Agreement because these breaches substantially deprived her of the fundamental benefit of the contract.

We handle breach of contract disputes ranging from the failure to comply with construction contracts, disputes over software licensing agreements, real property disputes, deficiencies in the sale of goods under the U.C.C., failed corporate acquisitions, partnership disputes and corporate dissolutions as well as intellectual property law cases.

Combined Air sued Flesch for breach of the Acquisition Agreement, as well as for breach of Flesch's fiduciary duties as a former Combined Air senior employee and for conversion, misrepresentation and unlawful interference with economic relations.

Served as trial or arbitration counsel in a variety of commercial matters, including a cases involving the voiding of a million - dollar note, a breach of contract case relating to a multi-million dollar insurance coverage dispute arising from a catastrophic loss, and a shareholder dispute centering on the interpretation of ten complex operating, management, business, and employment / non-compete agreements.

«Project X»: represented Respondent purchaser of «superyacht» defending a claim for alleged losses and damage suffered as a result of an alleged wrongful repudiation of a written brokerage agreement and as a result of alleged breaches of Respondent's obligation of confidentiality arising under that agreement.

We even handle the more complex cases that most smaller and solo firms won't handle, such as breach of fiduciary duty, wrongful death, complex real estate disputes, mergers and acquisitions, asset sales agreements, and general counsel services.

First, as it is unlikely that land transactions will involve a «hardcore» breach of Art 101 (1)(but that might be possible for example in the sale of off - plan leases as between competing developers) the key question is whether the land agreement is «by object» anti-competitive based on the evidence of its effect (the treatment of «hardcore» infringing agreements as ones classified «by object» is reflected in the Commission's own Guidelines; 2004 / C 101/08; para 21, and see the Guidance Note para 2.1 and footnote 13).

In Spina v. Shoppers Drug Mart, the firm represents the interests of the owners of Shoppers Drug Mart franchises in an action alleging that Shoppers Drug Mart has breached the terms of the Associate Agreement as well as its duty of good faith and statutory duty of fair dealing (where applicable) with regards to how it has been operating the franchise system.

The issues that can arise are numerous, starting with whether the provision is narrow («a dispute as to a breach of this Agreement») or broad («a dispute arising out or relating to this Agreement, the subject or a breach thereof»).

After affirming the trial judge's decision that Mr. Allen was actually terminated on October 14, 2009, the Court of Appeal for British Columbia cited with approval the decision of Bowes v. Goss Power Products Ltd., 2012 ONCA 425, (canvassed by this blog in the post Fix the Duty to Mitigate) in which the Court of Appeal for Ontario held that if an employment contract provides for a fixed severance package there is no duty on the employee to mitigate his damages, and held that as Mr. Allen's employment agreement did not impose a duty to mitigate, the trial judge properly found he was therefore entitled to the balance owing for 15 months» salary and benefits in lieu of notice as damages for breach of contract.

At trial, the plaintiff presents the written contract as real evidence of the agreement she and the defendant made and that the defendant breached when he didn't have the cash for the plaintiff on September 20 as stated.