Sentences with phrase «material breach of any term»

Any unauthorised use terminates the permission or licence granted by World Rugby and shall constitute a clear and material breach of these terms and conditions.

«This agreement may be terminated: (a) by either licensor or Artpower with immediate effect if the other commits a material breach of any term of this agreement which... shall not have been remedied within... [30] working days of the receipt by the other [half] of a written notice identifying the breach and requiring its remedy... (b)... (c) by Artpower upon notice with immediate effect if:... [emphasis added].»

Not exact matches

You agree to defend, indemnify and hold harmless NBCUniversal, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, demands, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees and costs) arising out of or accruing from (a) any breach of these terms, including any of the foregoing provisions, representations or warranties, and / or from your placement or transmission of any content onto NBCUniversal's servers, and / or from any and all use of your account; (b) any material posted or otherwise provided by you (including without limitation User Content), or any other subscriber or user of your account that infringes any intellectual property right of any person or entity or defames any person or violates their rights of publicity or privacy; (c) any misrepresentation made by you in connection with your use of the online services; and (d) any breach of any of the representation, warranties or other terms or conditions relating to use of your User Content or the online services.

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).

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.

- You must ensure that your use of the Site and of any Material is in no way unlawful, and you will fully indemnify us against any liability we may incur as a result of any use by you which is unlawful, or which is in breach of these terms.

Committee chair Hilary Benn said by omitting the material, ministers may have breached parliamentary privilege by snubbing the terms of a motion demanding the material's publication which was passed by the Commons earlier this month.

8.2.2.1 If the Publisher commits a material or persistent breach of any term of this License and fails to remedy the breach (if capable of remedy) within sixty (60) days of notification in writing by the Licensee.

You shall indemnify The Endocrine Society and its directors, officers, employees, agents, contractors and licensors («The Endocrine Society Indemnitees») against all claims, actions, suits, and other proceedings («Claims») arising out of or incurred in connection with the Site and your use of the Site, your fraud, violation of law, negligence, willful misconduct, or any other use of the Site, the User Materials, the Site Materials, the services, products, information and other materials on and in and made available through the Site, (except to the extent attributable to The Endocrine Society), or any breach by you of these Terms and Conditions and shall indemnify and hold the Endocrine Society Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including without limitation reasonable attorneys» fees and attorneys» disbursements) arising out of or incurred in connection with sucMaterials, the Site Materials, the services, products, information and other materials on and in and made available through the Site, (except to the extent attributable to The Endocrine Society), or any breach by you of these Terms and Conditions and shall indemnify and hold the Endocrine Society Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including without limitation reasonable attorneys» fees and attorneys» disbursements) arising out of or incurred in connection with sucMaterials, the services, products, information and other materials on and in and made available through the Site, (except to the extent attributable to The Endocrine Society), or any breach by you of these Terms and Conditions and shall indemnify and hold the Endocrine Society Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including without limitation reasonable attorneys» fees and attorneys» disbursements) arising out of or incurred in connection with sucmaterials on and in and made available through the Site, (except to the extent attributable to The Endocrine Society), or any breach by you of these Terms and Conditions and shall indemnify and hold the Endocrine Society Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including without limitation reasonable attorneys» fees and attorneys» disbursements) arising out of or incurred in connection with such Claims.

Either party may terminate this contract during the term with immediate effect upon written notice to the other party if the other party commits a material breach of this contract and the defaulting party fails to remedy such breach within 14 days of being given written notice to do so.

You accept defend, indemnify, and hold safe Sugar Daddy Dating Sites Review, its affiliates, and their corresponding officers, directors, agents and workers, from and against any claims, actions or demands, including without limitation affordable legal, accounting, and other provider charges, affirming or resulting from (i) any Content of most material You offer to the Site, (ii) Your use of any Content, or (iii) Your breach of the terms of these Tterms of these TermsTerms.

Cause for such termination may include, but not be limited to: (i) breaches or violations of these Terms or any provision of these Terms; (ii) requests by law enforcement or other government agencies; (iii) a request by you (self - initiated); (iv) discontinuance or material modification to the Services (or any part thereof); (v) unexpected technical or security issues or problems; (vi) extended periods of inactivity; (vii) fraudulent or illegal activities performed by or on behalf of you in connection with the Services or the Sites; (viii) discontinuance of the Services as a whole; (ix) a statement by you that you no longer agree to these Terms, or a statement by you otherwise requesting termination of your access to the Services; (x) completion of the Animal League or other fundraising event or program in which you are participating; and / or (xi) any other reason reasonably considered by Animal League to be in its best interest.

8.1 If a Member has committed a material breach of any of the Terms and Conditions or has failed to pay any money due under Qantas Frequent Flyer, or Qantas Club or Qantas Business Rewards by the due date, whether intentionally or otherwise, then Qantas Loyalty may do any one or more of the following:

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

But, if the exact harm to the other party from impairing their absolute discretion or ignoring a strict reading of the contract and instead allowing an implied reasonableness term to color the meaning of the contract is material but is hard to quantify, and the consequences to the breaching party are crudely proportionate to that hard to quantify harm, then a waiver of the implied duty to be reasonable will usually be upheld as valid, as the consequences of not allowing reasonableness do not extend beyond the compensatory relief normally allowed in a contract.

The 2013 lawsuit alleged that Citigroup's directors breached their duty of loyalty in two ways: (1) by permitting Citibank to engage in unlawful foreclosure and mortgage servicing practices through the implementation of inadequate internal controls; and (2) by failing to issue a supplemental proxy describing the terms of a consent order with the Office of the Comptroller of the Currency to resolve investigations into Citibank's mortgage servicing operations, into which Citibank entered after Citigroup had issued its 2011 proxy materials, but before its 2011 shareholders» meeting.

The purchase and sale contract or an affidavit stating its material terms and stating that it is still effective, or both, could be recorded in the real estate records of the county where the property was located prior to closing, but it would be highly usual to do so absent a clear indication that a breach was imminent (because it is very rare for this to happen since the consequences are clear and it is so often an open and shut case) but it could come up if the seller believes that a condition under the original contract was breached and the buyer disagreed.

If you breach these Terms of Use, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

The judge's approach to causation was also appealed as he had considered the matter in loss of a chance terms rather than finding that the breach of duty had made a material contribution to the onset of the illness.

You agree to indemnify Equal Justice Works and its partners, officers, directors, employees, and agents, against, and to hold each of them harmless from, any and all claims and liabilities (including attorney's fees) that may arise from your submissions, from your unauthorized use of material obtained from the Web site, from your breach of these Terms and Conditions, and from any such acts arising through your use of the Web site.

The final rule still requires that the business associate contract authorize the covered entity to terminate the contract, if the covered entity determines that the business associate has violated a material term of the contract, and it requires the covered entity to terminate the contract if steps to cure such a material breach fail.

IEC may terminate any License Agreement if Customer breaches any material term of these Terms of Use or any License Agreement and does not cure such material breach within thirty (30) days of receiving a Termination Notice.

User agrees to defend, indemnify, and hold harmless DRIVESAFETODAY.COM, INC., its officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from any use of the Web Site and any Material contained therein by User or through User's account, or by User's breach of the terms of this Agreement.

You represent and warrant for the benefit of the Company, the Company's suppliers, and any third parties mentioned on the Site, in addition to other representations and obligations contained in these Terms, that: (a) you possess the legal right and ability to enter into and make the representations and warranties contained in these Terms; (b) all information submitted by you to the Site is true and accurate; (c) you will not use the Site for any purpose that is unlawful or prohibited by these Terms; (d) you are the owner of the Materials and they are original to you; (e) the Materials do not infringe any third party right, such as copyright, trademark, and publicity / privacy right; (f) the Materials do not constitute defamation or libel or otherwise violate the law, and (g) you agree to defend, indemnify, and hold the Company (and its employees, representative, agents, and assigns) harmless from breaches of (a) through (g).

INDEMNITY: You agree to defend, indemnify, and hold harmless ExecutiveTrumpet, its officers, directors, employees, and agents from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, arising from your use of the materials or your breach of the terms of this Agreement.

If you breach any of these Terms, your authorisation to use this Site will be automatically terminated and you must immediately destroy any downloaded or printed materials.

If you breach any of these Terms, your authorisation to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials.

Regarding the breach of contract claim, the Court stated that «to be final, contract negotiations must include all of the terms which the parties intended to resolve; material items can not be left to future settlement.»

Neither party will be liable for any failure or delay in performance under these Agent Terms due to fire, explosion, earthquake, storm, flood or other weather, unavailability of necessary utilities or raw materials, war, terrorism, insurrection, riot, act of God or the public enemy, law, act, order, export control regulation, proclamation, decree, regulation, ordinance, or instructions of Government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of these Agent Terms).

Either party may terminate these Agent Terms upon written notice to the other party if the other party is in material breach of any provision of these Agent Terms and: (a) such breach has not been cured within fourteen (14) days after receiving written notice thereof from the terminating party; or (b) if such breach can not reasonably be cured within such fourteen (14) day period, the breaching party has not commenced to remedy such breach within such period and diligently endeavored to cure such breach within a reasonable time thereafter.