Sentences with phrase «damages against the other party»

Not exact matches

You agree to indemnify, defend and hold harmless Franklin Templeton, its subsidiaries and affiliates, and each of its and their officers, directors, employees and agents, from and against all claims, demands, liabilities, damages, losses or expenses, including attorney's fees and costs, arising out of or related to (i) your improper access to or use of this Site, (ii) any violation by you of these Terms of Use, (iii) any User Content that you Submit to or via the Site or (iv) any actual or alleged infringement or violation by you of the intellectual property or other proprietary right of any third party.

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.

You agree to defend, indemnify and hold harmless RMG, its parents and affiliates together with their respective employees, agents, directors, officers and shareholders, from and against all the liabilities, claims, damages and expenses (including reasonable attorney's fees and costs) arising out of your use of this Site; your failure to use the Site; your breach or alleged breach of this Agreement or your breach or alleged breach of the copyright, trademark, proprietary or other rights of third parties.

In no event shall the arbitrator be entitled to award either party exemplary, treble or any other form of punitive damages against the other, regardless of the claims raised.

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.

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 agree to defend, indemnify, and hold harmless the Action Network Group and its affiliates and their officers, directors, employees, consultants, agents, licensors, and suppliers from and against any and all claims, losses, expenses, liabilities, settlements, litigation, damages, and / or costs (including, but not limited to, fees, costs and other expenses of attorneys and expert witnesses) arising out of or related to: (i) your use of the Site, including, but not limited to, any Materials or User Content, (ii) any violation of these Terms of Use or applicable law by you in connection with your use of the Site, including, but not limited to, any Materials or User Content, (iii) any actual or alleged infringement by you, or any person accessing the Site, including, but not limited to, any Materials or User Content, using your password or account identifier, of any intellectual property or privacy or other right of any third party, or (iv) any unauthorized use of password protected Materials or User Content utilizing your account information, whether or not known or authorized by you.

Indemnification: You agree to indemnify, defend and hold harmless Fertility Center of Las Vegas, its officers, directors, employees, agents, information providers, partners, advertisers and suppliers from and against all losses, expenses, damages and costs, including reasonable attorney's fees, resulting from any violation of this Agreement or any activity related to your account (including infringement of third parties» worldwide intellectual property rights or negligent or wrongful conduct) by you or any other person at your direction accessing Fertility Center of Las Vegas» web site.

The Learned Hand rule on such questions of tort would suggest, for example, that producers and other parties ought to take precautions against harming others in any cases where the cost of the precaution is less than the expected cost of the damage: that is, the cost of the damage, discounted by the probability of its occurring.

According to party sources, there are several reasons for the decision not to nominate the former minister for a peerage: his support for the 2003 invasion of Iraq; a damages claim that is being brought against him by a Libyan couple who were «rendered» to one of Muammar Gaddafi's prisons; an ongoing inquiry by Westminster's intelligence and security committee (ISC) into that and other rendition allegations; and the words that were captured by the undercover reporter.

Entrants agree to release and hold harmless the Bloggin» Mamas, Heather Lopez Enterprises, LLC, Florida Prepaid, Moore Communications, Twitter, and any other organizations responsible for sponsoring, fulfilling, administering, advertising or promoting this giveaway, and their respective parent, subsidiaries, and affiliates and each of their respective officers, directors, members, employees, agents and subcontractors (collectively the «Released Parties») from and against any and all claims, expenses, and liability, including but not limited to negligence and damages of any kind to persons and property, including but not limited to invasion of privacy (under appropriation, intrusion, public disclosure of private facts, false light in the public eye or other legal theory), defamation, slander, libel, violation of right of publicity, infringement of trademark, copyright or other intellectual property rights, property damage, or death or personal injury arising out of or relating to a participant's entry, creation of an entry or submission of an entry, participation in this giveaway, acceptance or use or misuse of prize.

The arbitrator shall have the right to award money damages and other appropriate relief, consistent with the terms of this agreement; HOWEVER THE ARBITRATOR SHALL NOT HAVE THE RIGHT TO AWARD INJUNCTIVE RELIEF AGAINST EITHER PARTY OR TO CERTIFY A CLASS ACTION OF ANY KIND.

You agree to indemnify, defend, protect, and hold harmless Edutopia, and its successors, subsidiaries, affiliates, cobranders, contractors, employees, all third - party advertisers, technology providers, service providers, or other partners, and each of their respective officers, directors, agents, shareholders, employees, and representatives, from and against any third - party claim, demand, loss, damage, cost, or liability (including reasonable attorneys» fees) arising out of or relating to

Accordingly, you shall defend, indemnify, and hold harmless Author Solutions and Reader's Digest Inc. from and against any suit, proceeding, assertion, damage, cost, liability and expenses (including court costs and reasonable attorneys» fees) incurred as a result of claims of customers or other third parties claim (including, without limitation, claims by regulators) against Author Solutions and / or Reader's Digest Inc. and their respective suppliers, officers, directors, employees and agents arising from or connected with (i) your website [s], including without limitation any activities or aspects thereof or commerce conducted thereon; (ii) the marketing activities you undertake in connection with the LifeRich Publishing affiliate marketing program; or (iii) the breach or alleged breach of the reps and warranties you make herein.

Third party insurance only covers you against having to pay if you injure someone or damage their vehicle or other property, but won't pay to repair damage to your car.

By my signature, I also agree to indemnify and hold PETS Magazine harmless from and against all claims, actions, proceedings, damages, losses, liabilities, and costs that may arise from or related to any infringement on any intellectual property rights or other rights of a third party.

The cardholder agrees that s / he will defend and indemnify the Priority Pass group of companies, its directors, officers, employees and agents (collectively «the indemnified parties») against and hold each indemnified party harmless from all liabilities, damages, losses, claims, suits, judgments, costs and expenses (including reasonable legal fees) for injury to or death of any person or damage to, or destruction of, any property arising from the use of any lounge by the cardholder or any other person accompanying the cardholder, except that such indemnification shall not extend to acts of gross negligence or wilful misconduct by the indemnified parties.

Third Party Property Insurance covers you against liability for damage your car might cause to other people's property, usually the other car in an accident.

You agree to indemnify, defend and hold harmless Tamarindo Diving Center, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Service from and against all losses, expenses, damages and costs, including reasonable attorneys» fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Service.

You understand that you are personally responsible for your behavior while playing any game and / or while you are on the websites and agree to indemnify and hold Koch Media and its and their affiliates, business partners, distributors, agents, representatives and other authorized users, and their respective officers, directors, employees, and agents (collectively, the «Indemnified Parties»), harmless from and against any loss, damage, liability, cost, or expense of any kind (including attorneys» fees) that the Indemnified Parties may incur in connection with any claim (s) or threatened claim (s) arising out of or related to your use of any game and / or the websites or your violation of these Terms, applicable law, or the rights of any third party.

The Law Offices of Keith L. Miller has also represented construction workers who are injured on the job, both Workman's Compensation claims against the employer, and claims against other third parties who may be responsible for the damages suffered.

In other work, the team represented a software company in a dispute over the possible ineffectiveness of a brand acquisition, and Uwe Hornung defended the law firm Gleiss Lutz against damage claims brought by Stefan Mappus, former minister president of the state of Baden - Württemberg, before the Regional Court of Stuttgart and the Higher Regional Court of Stuttgart with regards to the alleged violation of third - party protection obligations.

By taking legal action against the party at fault, victims of truck accidents may be entitled to compensation for their medical bills, lost wages, and other damages resulting from the incident.

If your injury is caused by a third party other than your employer, you might have additional claims against that third party for damages that worker's compensation does not cover.

Depending on the circumstances of your case, we may be able to pursue compensation for punitive damages against a negligent trucking company, truck driver or other responsible parties.

They can file a personal injury claim against the property owner or other responsible party to recover compensation to cover all their injuries and related damages.

You should also talk to a product liability lawyer about the possibility of getting compensation for your medical expenses and other damages through a product liability claim against the drug manufacturer, or some other party responsible for the defect.

Among other areas, our litigation experience in the environmental area includes governmental and private - party actions under CERCLA (including serving as lead counsel for PRP groups at major Superfund sites throughout the United States), citizen suits under RCRA, the Clean Water Act and other environmental laws, claims for property damage and personal injury arising from industrial emissions or environmental contamination, and defending clients against state and federal governmental enforcement actions.

You agree to indemnify, defend and hold harmless our Bitland Blockchain Land Registry in Ghana website, its members, officers, directors, employees, agents, licensors, suppliers and any third party information providers to our website from and against all losses, expenses, damages and costs, including reasonable attorneys» fees, resulting from any use of our website or violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing our website.

For people who have been seriously injured in a car accident, the no - fault statute still allows lawsuits against the other party in order to recover damages for their pain and suffering.

Even if you were in a single - vehicle accident that was your own fault (or are unable to hold the other party in the accident responsible for your damages), you may still have a claim against a third party, namely the manufacturer.

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.

This is accomplished through the use of an «undertaking as to damages»: the person requesting the CPL must abide by any court - ordered damage award in the event that the registration of the CPL against the property unjustly caused damages to the party who owns the land, or to certain other persons.

The other parties involved in the collision have the right to file suit against you to recover damages stemming from the accident.

While Third Party Insurance covers you against liability expenses claimed by the other party, in case of an injury or death and property damage arising out of an acciParty Insurance covers you against liability expenses claimed by the other party, in case of an injury or death and property damage arising out of an acciparty, in case of an injury or death and property damage arising out of an accident.

It is an insurance policy to cover your vehicle against potential risks of theft, accidental damage, third party liability and others from one to three years period through a single policy document.

One is the mandatory liability cover and the other one is comprehensive cover that offers financial protection against own damage of the vehicle with third party liability.

But it doesn't provide any benefit or coverage against damages to your own vehicle, until and unless you are not the third party or lodge a claim against the other owner's fault.

This policy is aimed to protect against any kind of physical damage, third party liabilities and other bodily injury / death.

However, there are other insurance coverages that protects the first - party - you - in the event of an accident, or just protection against damage to your vehicle.

Investigations and Law Enforcement — Selected Duties & Responsibilities Build and implement investigations programs and security solutions to enable effective organizational administration, threat detection / elimination, conflict / issue resolution, and other critical discovery functions Utilize various technical applications, including cameras, A / V equipment, transmitters, recorders, and bugs, to generate valuable information and isolate parties responsible for criminal and civil malfeasance Create issue and security reports to enable development of new policies and procedures aimed at preventing further wrongdoing and protect valuable resources team Integrate investigative principles into corporate strategic mission, ensuring management and program accountability, proactive prevention of discrimination, case efficiency, and legal analysis Perform security and crime analyses of firm infrastructure against related compliance requirements as well as on - going vulnerability assessments to continuously mitigate risk Develop investigatory standard documents to serve as guide and rules resources to promote fair and legal probes Supervise related departmental staff, including performance plan development and assessment, technical oversight, personnel recruitment and training, staff discipline, and other pertinent functions Work as a member of the corporate incident response team in the execution of all related tasks, including incident response plan development, damage minimization, resource restoration, and firm integrity protection Communicate all issues and user feedback to members of management, law enforcement professionals, and other interested parties, generating situational reports and follow - up recommendations based on investigatory results Maintain a strong working knowledge of all software, hardware, applications, techniques, trends and other critical tools which aid in effective investigation React quickly based upon limited and confidential information, drawing upon extensive police and military experience in tense, complicated situations Collaborate in the preparation of necessary legal documents, including search and arrest warrants Assist management with various other duties as assigned

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 AgreeParty») 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 AgreeParty 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 Agreeparty 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.

In order to receive an injunction, a party must show: a substantial likelihood that the party will prevail on the merits; the party will suffer an irreparable injury unless the injunction is granted; a showing that the threatened injury outweighs whatever damage will be caused to the other parties; and finally, a showing that the injunction would not be against the public interest.