Sentences with phrase «obligations upon the parties»

While an agency relationship does impose certain obligations upon the parties, courts also look to all aspects of the relationship to determine whether there has been a breach of fiduciary duty.

Not exact matches

We may also substitute, by way of unilateral novation, effective upon notice to you, The Defense Alliance of Minnesota for any third party that assumes our rights and obligations under this Agreement.

in the case of our directors, officers, and security holders, (i) the receipt by the locked - up party from us of shares of Class A common stock or Class B common stock upon (A) the exercise or settlement of stock options or RSUs granted under a stock incentive plan or other equity award plan described in this prospectus or (B) the exercise of warrants outstanding and which are described in this prospectus, or (ii) the transfer of shares of Class A common stock, Class B common stock, or any securities convertible into Class A common stock or Class B common stock upon a vesting or settlement event of our securities or upon the exercise of options or warrants to purchase our securities on a «cashless» or «net exercise» basis to the extent permitted by the instruments representing such options or warrants (and any transfer to us necessary to generate such amount of cash needed for the payment of taxes, including estimated taxes, due as a result of such vesting or exercise whether by means of a «net settlement» or otherwise) so long as such «cashless exercise» or «net exercise» is effected solely by the surrender of outstanding stock options or warrants (or the Class A common stock or Class B common stock issuable upon the exercise thereof) to us and our cancellation of all or a portion thereof to pay the exercise price or withholding tax and remittance obligations, provided that in the case of (i), the shares received upon such exercise or settlement are subject to the restrictions set forth above, and provided further that in the case of (ii), any filings under Section 16 (a) of the Exchange Act, or any other public filing or disclosure of such transfer by or on behalf of the locked - up party, shall clearly indicate in the footnotes thereto that such transfer of shares or securities was solely to us pursuant to the circumstances described in this bullet point;

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.

Ancient covenants sometimes laid greater stress upon the role, obligations, and commitment of the junior or subordinate party to the covenant.

However, the aggression has to be conducted in a way that is consistent with IL and other obligations the parties to the conflict have taken upon themselves.

As the Committee states, «a minimum core obligation to ensure the satisfaction of, at the very least, minimum essential levels of each of the rights is incumbent upon every State party» (26).

No withdrawal shall relieve the withdrawing state of any obligation imposed upon it by a contract to which it is a party.

Notwithstanding the foregoing, you acknowledge that we shall have the right (but not the obligation) to review any content that you have submitted to the Times Free Press, and to reject, delete, disable, or remove any content that we determine, in our sole discretion, (a) does not comply with the terms and conditions of this agreement; (b) might violate any law, infringe upon the rights of third parties, or subject us to liability for any reason; or (c) might adversely affect our public image, reputation or goodwill.

An agreement ensures that both parties fully understand and agree upon the joint obligations.

Terms of the loan contract and which state or federal laws govern the performance obligations required by both parties, will differ depending upon the loan type.

If the responsible entity relies heavily on external borrowing to fund its operations, or if it has provided guarantees to other parties which may be called upon if those parties can not meet their obligations, the risks for investors are increased.

An option is a privilege, sold by one party to another that gives the buyer the right, but not the obligation, to buy (call) or sell (put) a stock at an agreed upon price within a certain period or on a specific date.

A forward involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract.

Upon termination, Animal League will have no further obligation or responsibility to you with respect to the Services terminated, and you will have no further obligation or responsibility to Animal League with respect to the Services terminated or the Sites; provided, however, the foregoing statement does not apply to any liability, responsibility, or obligation of either party existing or arising prior to the effective date of termination.

As a result, nations have failed to adopt climate change policies consistent with their equitable obligations despite the fact that all nations who are parties to the UNFCCC agreed, when they became parties, to reduce their emissions to levels required of them based upon «equity» to prevent dangerous anthropogenic interference with the climate system.

As the ICAO Council concludes their meeting to agree on draft rules for the new scheme, Carbon Market Watch calls upon those ICAO Parties that are also Party to the Aarhus Convention to adhere to their transparency obligations and disclose all details of the CORSIA negotiations to provide opportunity for public debate ahead of their adoption in June 2018.

Information about any installer or other third party on the Website shall not be interpreted or construed to create an association, joint venture, agency, partnership, franchise, sale representative or employment relationship between the parties or to impose any partnership obligation or liability upon either Mosaic or any third party.

For example, if the party receiving alimony decides to get remarried, the Arizona court has a legal obligation to terminate any remaining alimony payments, unless both parties agreed in the alimony order that the remarriage of the spouse receiving the alimony payments would not have those payments terminated upon remarriage.

Depending upon the health care plan involved you may have an obligation to repay the costs or benefits received from it out of any third party recovery.

The Family Court will investigate, upon application of the party concerned, to see if an obligation is performed, and if not, admonish and facilitate the other party (obligor) to perform it.

Importantly, the obligation does not oblige a party to put aside its own self - interests and it will not prevent a party from relying upon any express term of the contract.

In case the obligation is not performed, upon application of a party, the Family Court may issue a performance order if the obligation is concerning property rights.

Although the general procedure (dealt in the District Court) of compulsory execution is available for the enforcement of performance of obligations decided upon or agreed upon in the disposition of family affairs cases, the Family Court has power to take, upon application of a party (obligee), certain measures for ensuring the performance of such obligations.

Thus, it concluded, investors could not have relied upon the banks and brokers» failure to disclose publicly the nature of the Enron scheme in which they allegedly took part... Making third parties liable in the circumstance in this case, the Circuit Court said, «gives rise to confusion about the extent of secondary actors» obligations and invites vague and conflicting standards of proof in divers courts.»

It also gives an example where a court found that» [e] ven where need is established, if the other spouse does not have the ability to pay, it is an abuse of discretion for a court to impose such an obligation upon one of the destitute parties which will hang as a sword over the obligor».

It is for parties to decide upon a methodology to meet their disclosure obligations and they will be responsible for the end result.

... capital, income distribution, debt load, third party resources which impact upon a parent's ability to pay, access costs, obligations to pay spousal or other child support orders, spousal support received and any other relevant factors...

Langstaff J in Cotswold Developments v Williams [2006] IRLR 181, [2005] All ER (D) 355 (Dec) said of mutuality that «the focus must be upon whether or not there is some obligation upon an individual to work and some obligation upon the other party to provide or pay for it».

It is important to note however that any «settlement of property» made under this Act places an obligation upon the paying parent to provide a home for the child and the parent carer until the child is 18 or ceases full time secondary education (although the parties can agree between them to extend the period) after which the property then reverts back into the ownership of the paying parent.

Their analysis is built upon a determination of the legal rights and obligations of the parties under the Family Law Act.

It could have done so by aligning cases in which a statutory provision forbids either the obligations parties have expressly agreed upon, or additional actions that are necessary to perform (as in Esmilo / Mediq), with cases in which the conclusion of the contract as a legal act is forbidden.

Despite a limited liability partnership (LLP) being a body corporate which is required to lodge an incorporation document with Companies House before being formally incorporated there is similarly no legal obligation upon members to be party to a membership agreement.

Mr. Awuau failed his obligations under subsection 3 (a) and (b) to «provide the grounds upon which the party objects to the dismissal of the proceeding, or set out any other issues or concerns, in writing; and serve the material upon the other parties and file it within 20 days of the date of the notice provided under Rule 68.2.

§ 4322, as well as case law, are clear that a support obligation is based upon the ability of a party to pay, and that the concept of an earning capacity is intended to reflect a realistic, rather than a theoretical, ability to pay support.

Lord Rodger relied upon Bankovic v Belgium (Application 522507 / 99)(2001) 11 BHRC 435, where the Grand Chamber of the European Court of Human Rights (ECtHR) held at para 65 that the scope of Art 1 is «determinative of the very scope of the contracting parties» positive obligations and, as such, of the scope and reach of the entire convention system of human rights» protection» and «article 1 of the convention must be considered to reflect this ordinary and essentially territorial notion of jurisdiction, other bases of jurisdiction being exceptional and requiring special justification in the particular circumstances of each case».

Natalie Johnston considers whether a party can rely upon pre-contractual statements in lease negotiations to create a contractual obligation

Avoidance does not affect any provision of the contract for the settlement of disputes or any other provision of the contract governing the rights and obligations of the parties consequent upon the avoidance of the contract.

Failure of either Party to insist upon strict performance of any provision of this or any Agreement or the failure of either Party to exercise any right or remedy to which it, he or they are entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this or any Agreement.

Customer acknowledges and agrees that: (a) AT&T shall have no obligation whatsoever to determine the facts or circumstances pertaining to any transfer of ownership for any vehicle; (b) AT&T may reasonably rely upon the request of a third party or the manufacturer of a vehicle as a basis to terminate service for that vehicle; and (c) Customer shall hold harmless, and not assert any claims against, AT&T regarding any conveyance of any vehicle to which service is provided.

[20] The companies» obligations under this agreement apply regardless of whether the Indigenous parties obtain a determination of native title from the court and are not dependent upon the native title party establishing native title over the Licence Area or obtaining a determination of native title.

CREATE A NEW PARENTING PLAN A parenting plan is a document that outlines child custody, visitation, and financial support obligations (not including child support), and are agreed upon between parties prior to any final orders being ruled on by a judge.

Cessation: Unless otherwise agreed upon and incorporated into the judgment, an obligation to pay maintenance ceases upon the death of either party or the remarriage of the party receiving maintenance or if the party receiving maintenance cohabits with another person on a conjugal basis 5/510 (c).

If the mediator holds private sessions with a participant, the obligations of confidentiality concerning those sessions should be discussed and agreed upon by all the parties prior to the private sessions.

In making an equitable apportionment of marital property, the family court must give weight in such proportion as it finds appropriate to all of the following factors: (1) the duration of the marriage along with the ages of the parties at the time of the marriage and at the time of the divorce; (2) marital misconduct or fault of either or both parties, if the misconduct affects or has affected the economic circumstances of the parties or contributed to the breakup of the marriage; (3) the value of the marital property and the contribution of each spouse to the acquisition, preservation, depreciation, or appreciation in value of the marital property, including the contribution of the spouse as homemaker; (4) the income of each spouse, the earning potential of each spouse, and the opportunity for future acquisition of capital assets; (5) the health, both physical and emotional, of each spouse; (6) either spouse's need for additional training or education in order to achieve that spouse's income potential; (7) the non marital property of each spouse; (8) the existence or nonexistence of vested retirement benefits for each or either spouse; (9) whether separate maintenance or alimony has been awarded; (10) the desirability of awarding the family home as part of equitable distribution or the right to live therein for reasonable periods to the spouse having custody of any children; (11) the tax consequences to each or either party as a result of equitable apportionment; (12) the existence and extent of any prior support obligations; (13) liens and any other encumbrances upon the marital property and any other existing debts; (14) child custody arrangements and obligations at the time of the entry of the order; and (15) such other relevant factors as the trial court shall expressly enumerate in its order.

Answers are found in rights to recapture, a share, if applicable, in profits, and other stipulated rights and obligations of the parties upon any assignment.

Coldwell Banker Village Green Realty v. Pillsworth (32 A.D. 3rd 568 [3rd Dept.]-RRB-- Order of the Supreme Court granting broker's motion for summary judgment affirmed; in the absence of an agreement to the contrary, the broker's right to a commission is not contingent upon performance of the underlying real estate contract, receipt by the seller of the sale price, transfer of title, or even a formal execution of a legally enforceable sales contract; seller could not utilize the provisions of a subsequently executed sales contract wherein seller agreed to pay broker's commission «if and when title closes» as a bootstrap to avoid her obligation to the broker under the clear and unambiguous provisions of the listing agreement as such language was contained in the contract of sale prepared by counsel and to which broker was not a party; provisions in listing agreement that seller would accept a binder or purchase contract contingent upon purchaser's ability to obtain conventional financing and provided any other contingencies in the binder or purchase agreement are acceptable to the seller speak only to the type of purchase offer that seller was obligated to accept and does not alter or otherwise qualify broker's right to a commission