Sentences with phrase «breaches of agreements relating»

Not exact matches

Rigrodsky & Long, P.A. announces that it is investigating potential legal claims against the board of directors of Analogic Corporation («Analogic» or the «Company»)(NASDAQ GS: ALOG) regarding possible breaches of fiduciary duties and other violations of law related to the Company's entry into an agreement to be acquired by an affiliate of Altaris Capital Partners, LLC («Altaris») in a transaction valued at approximately $ 1.1 billion.

If any of these facts, assumptions, representations, statements or undertakings is, or becomes, inaccurate or incomplete, or if HP Co. or Hewlett Packard Enterprise breach any of their respective covenants contained in any of the separation - related agreements or in the documents relating to the IRS private letter ruling and / or any tax opinion, the IRS private letter ruling and / or any tax opinion may be invalid.

Notwithstanding anything contained in the foregoing, if you breach any of the terms of this Merchant Agreement, Thing Daemon is entitled to suspend or terminate your sale (s) and / or any access to information or data related to your merchant account.

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 this agreement, «Confidential Information» means all confidential information relating to a party or its business, strategies, pricing, personnel, suppliers, products or services, but excludes information that the recipient proves: (a) was lawfully in its possession before receiving it from the discloser, (b) was provided in good faith to it by a third party without breaching any of discloser's rights or any rights of a third party, or (c) is or becomes generally available to the public through no fault of the recipient.

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.

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.

You and We agree that any and all disputes arising out of or related to this Agreement (including the performance, breach, or termination of this Agreement), your use of the Website, and / or your order or use of anything available through Orlando Stroller Rentals, LLC and / or the Website shall be governed by and in accordance with the laws of the State of Florida (exclusive of its rules regarding conflict of laws).

«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.»

This agreement shall be governed by and construed in accordance with the material laws of Switzerland.All disputes controversies or differences arising out of or relating to this agreement, or breaches thereof, which can not be settled by the parties, shall be resolved, to the exclusion of the ordinary courts by a one person Arbitral Tribunal in accordance with the International Arbitration Rules of the Swiss Chamber of Commerce.

INDEMNITY BY MEMBER: You will defend, indemnify, and hold harmless «Passions Network», its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys» fees) relating to or arising out of your use of the «Passions Network» service, including any breach by you of the terms of this Agreement.

You and Velocity Micro agree that any claim, dispute, or controversy, whether in contract, tort or otherwise, and whether pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims («Dispute») against Velocity Micro, its employees, agents, successors, assigns or affiliates arising from, in connection with, or relating to this Agreement, its interpretation, or the breach, termination, or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Velocity Micro's advertising or any related purchase SHALL BE RESOLVED, EXCLUSIVELY AND FINALLY, BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION under its Code of Procedure then in effect.

In the event of any controversy, claim or dispute between the parties arising out of or relating to this agreement or the breach, termination, enforcement, interpretation, consionability or validity thereof, including any determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Laramie County, Wyoming or in the county in which the consumer resides, in accordance with the Laws of the State of Wyoming for agreements to be made in and to be performed in Wyoming.

The parties agree that any and all disputes, claims or controversies arising out of or relating to the Agreement, its interpretation, performance, or breach, that are not resolved by informal negotiation within 30 days (or any mutually agreed extension of time), shall be submitted to final and binding arbitration before a single arbitrator of the American Arbitration Association («AAA») in Los Angeles, California, or its successor.

The parties agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by binding arbitration in accordance with California Code of Civil Procedure Section 1280 et seq., and the then current rules and procedures of the American Arbitration Association.

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.

Lash & Goldberg LLP defended a national health system and related entities in an employment and partnership dispute with a physician - limited partner who claimed damages of $ 18 million for breach of employment and limited partnership agreements.

Lead counsel to specialized services business in litigation against competitor and several former employees for violation of the Defend Trade Secrets Act, breaching / interfering with confidentiality agreements, false advertising, disparagement and related claims.

Summary: The respondent, a Russian energy company, challenged a 2013 arbitral award that ordered it to pay damages to a U.S. oil company for breaches of a cooperation agreement relating to the...

John has counseled clients in actions based on violation of state and federal securities laws relating to the sale of unregistered securities and fraudulent investment schemes, and in employment controversies that focus on non-solicitation agreements and alleged breach of fiduciary duty.

However, Newbury J.A. also stated that family agreements are not immune from basic principles of contract law, including those relating to repudiation and fundamental breach.

This alleged breach of the duty to consult is not related to competition and is not caused by the consent agreement, the Tribunal held.

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.

ICC Arbitration involving alleged $ 50 million in damages for alleged breaches of representations and warranties in purchase and sale agreement relating to power generation facilities in Colombia.

She has extensive experience representing businesses, executives and other high - level professionals on a full range of employment - related issues, including recruitment, hiring, discrimination, negotiation of employment agreements, breach of contract, non-competes, discipline, termination, and reductions in force.

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»).

Acting for an airline bringing a claim against an aircraft manufacturer for breach of contract and misrepresentation relating to a sale and purchase agreement for the supply of freight aircraft.

Represented reinsured in litigation with its reinsurer concerning the breach of a commutation agreement related to the reinsurance program.

Matt has represented clients in matters relating to enforcement of non-competition and non-solicitation agreements, misappropriation of trade secrets and proprietary information, breach of fiduciary duties and breach of contract, shareholder oppression, and related business torts.

Moreira says the most popular disputes for PLMJ relate to «the breach of loan agreements, real estate purchase agreements and works contracts», while shareholders» disputes and breach of contract disputes are on the rise.

Sarah acts in relation to finance related disputes including issues relating to breach of mandate claims, debt recovery claims including both secured & unsecured debt and enforcing agreements subject to the Consumer Credit Act 1974.

He is also regularly instructed in claims arising from share sale agreements such as breaches of warranty and misrepresentation, claims related to earn outs and claims for deferred consideration.

We also have substantial experience litigating claims that frequently arise in connection with trade secrets» litigation, including claims related to breach of fiduciary duties, non-disclosure agreements, non-compete agreements, and licenses, as well as statutory causes of action under RICO, the Computer Fraud and Abuse Act, and the Electronic Communications Privacy Act.

Ms. Kaplan has extensive experience representing businesses, executives, and other high level professionals on a full range of employment - relates issues, including recruitment, hiring, discrimination, negotiation of employment agreements, breach of contract, non-competes, discipline, termination, and reduction in force.

made by an investigative body and the disclosure is reasonable for purposes related to investigating a breach of an agreement or a contravention of the laws of Canada or a province; or (i) required by law.

The solicitor needs to understand CCA 1974 so that he can recognise whether an agreement is in breach of the prescribed terms, as well as the other heads of claim that may relate.

Advising the majority shareholders and directors of an online business in respect of a number of allegations relating to their management of the company by a fellow director and shareholder, including allegations of unfair prejudice, breach of their shareholders» agreement and defamation.

Acting for the Dutch Respondent and Counter-Claimant in a high value international arbitration under the London Court of International Arbitration Rules relating to the breach of a distribution agreement.

Obtained judgments totaling $ 6.5 million in two jury trials for two telecommunications entrepreneurs against a Fortune 500 company in two related cases involving breaches of shareholder agreements.

Any unsettled controversy or claim between the parties arising out of or relating to this Agreement or any breach thereof shall be settled by final and binding arbitration in New York, New York pursuant to the rules then in effect of the CPR Rules of Non-Administered Arbitration and in accordance with the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards; provided that the arbitrator shall have no authority to add to, amend, modify, or ignore any of the provisions of this Agreement.

Except for actions to protect intellectual property rights and to enforce an arbitrator's decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association («AAA») then in effect.

The case management judge granted partial summary judgment against Canada related to a breach of Article 12.7.6 of the Agreement regarding the implementation of an informational monitoring plan.

We can help you with breach of contract and warranty cases, disputes over the proper construction of agreements, shareholder disputes, disputes over joint ventures, and post-mergers and acquisitions disputes, as well as with corporate governance related litigation, for example shareholder activism battles, disputes on public take - over bids and squeeze - out procedures.

Objective: Resumes reserves the right to the initiation of such legal proceedings and to the recovery of costs related to such legal actions from clients in breach of this agreement.

Any controversy or claim arising out of or relating to this Agreement, or any breach thereof, must be resolved by confidential binding arbitration in Nashville, Tennessee in accordance with the Supplementary Procedures for Consumer - Related Disputes of the American Arbitration Association (http://www.adr.org/sp.asp?id=22014), and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Prior to May 2007, TREB had never cut off the access of a member for alleged misuse of the MLS database or breach of any of the MLS rules or agreements relating to the database.

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.