Sentences with phrase «on breach of agreement»

Not exact matches

Pearson filed the suit on Monday in the U.S. District Court of New Jersey, saying Valeant breached his contract by not paying him 580,676 shares and 2.5 million performance shares due in November under the terms of his separation agreement, the Journal reported.

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.

But even if the Board had been informed of these Settlement Agreements and the benefit they conferred on Shkreli and MSMB, and authorized Shkreli to enter into them, Shkreli still breached his duty of loyalty to Retrophin.

«We have found proof of material breaches of FDA data integrity requirements in Akorn's operations, including product development,» Fresenius said in its statement on Sunday, adding that Akorn also violated other requirements of the merger agreement.

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.

«FTC should immediately investigate and sanction apparent breach by Facebook of its 2011 agreement guaranteeing protection of consumer info — now a hollow promise,» Blumenthal wrote on Twitter.

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.

But now it is obvious that, whatever agreement there might be on these issues, a more fundamental breach exists over the very identity of God.

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.

In consideration of being permitted to use the Website, You agree to indemnify and hold harmless Non-GMO Project, and / or its officers, directors, employees, partners, contractors, affiliates, subsidiaries, agents, attorneys, web developers, technical support / maintenance providers, distributors, advertisers, licensors, sublicensees, and / or assigns, from any claim or demand, including reasonable attorneys» fees, expert witness fees, and court costs, made by any third party due to or arising out of Content You Post, Your use of the Website, including without limitation, Your participation in any interactive aspect of the Website, Your use of any information provided on or in connection with or obtained from the Website, Your violation of this Agreement, Your breach of any of the representations and warranties contained herein, or Your violation of any rights of another.

You shall further fully indemnify and keep Car Throttle fully indemnified against any costs, claim, demand, action, damages, loss and / or expense (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties, legal costs and any other reasonable costs and expenses suffered or incurred by Car Throttle) arising directly or indirectly from any breach or non-performance by you of this Agreement and you shall pay all such costs, claim, demand, action, damages, loss and / or expense forthwith on demand by Car Throttle.

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.

When the amom is regularly exposed to the raw emotion of the blood mom and can not avoid its impact on her (without closing the adoption and breaching their agreement) denial can not fester.

«Whereas Iraq has consistently breached its cease - fire agreement between Iraq and the United States, entered into on March 3, 1991, by failing to dismantle its weapons of mass destruction program, and refusing to permit monitoring and verification by United Nations inspections; Whereas Iraq has developed weapons of mass destruction, including chemical and biological capabilities, and has made positive progress toward developing nuclear weapons capabilities» — From a joint resolution submitted by Tom Harkin and Arlen Specter on July 18, 2002

However, the motion also identified that the health and social care bill contained gross breaches of the coalition agreement with a total absence of locally elected representatives on commissioning bodies, and the proposed abolition of those commissioning bodies (the primary care trusts).

Unison argued that the failure to properly consult on the reforms breached the partnership agreement between the Department of Health (DoH), the NHS constitution and section 242 of the NHS Act.

To the fullest extent permitted by applicable law, you agree to indemnify and hold Real Plans harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any User Content; (3) any activity in which you engage on or through the Real Plans Service; and (4) your violation of any law or the rights of a third party.

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.

Also, discount is calculated on a per order basis, Therefore, both parties are required to fulfill their parts without any breach and any breach of the above will amount to cancellation of the agreement.

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.

You agree to indemnify and hold the Slow Travel Classifieds, its parent or subsidiary companies and their affiliates, and their respective directors, officers, employees, and agents from any and all liabilities, claims and expenses, including reasonable attorneys fees, arising from breach of this Agreement, any other policy, your use or access of the Slow Travel Classifieds or any Internet site linked to or from the Slow Travel Classifieds, or in connection with the transmission of any Content on the Slow Travel Classifieds.

At that level, there are a tonne of legalities, Non Disclosure agreements etc that are involved and I'm not sure that's something someone would breach on a gaming forum so brazenly.

In terms of advocacy, this is tricky; people in the fossil fuel sector will doubtless claim that lower climate sensitivity means rapid reductions in fossil fuel use are not necessary, so they can go on with their plans for more gas and oil development without breaching the Paris Agreements, etc..

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).

Brasilia, Brussels — Last week, a federal judge in Brazil ruled the controversial Teles Pires Dam's installation license invalid due to breaches of domestic legislation and international agreements on consultations with indigenous peoples.

On the other hand Jonathan Church, a lawyer for the legal NGO ClientEarth, argued in Carbon Brief that this is an «unduly permissive interpretation of Article 4 (11),» and weakening the targets would be a «breach of the Paris Agreement.»

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.

Allianz's position on appeal was that reg 44/2001 provides that, when the court of one European member state becomes seised of a matter, all other European courts must not allow the same matter to proceed until the court first seised has ruled, even if the proceedings first seised have purportedly been brought in breach of a jurisdiction agreement.

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

«Finally, the link which the provisions of Chapter 13 of the envisaged agreement display with trade between the European Union and the Republic of Singapore is also specific in nature because a breach of the provisions concerning social protection of workers and environmental protection, set out in that chapter, authorises the other Party — in accordance with the rule of customary international law codified in Article 60 (1) of the Convention on the law of treaties, -LSB-...]-- to terminate or suspend the liberalisation, provided for in the other provisions of the envisaged agreement, of that trade.»

Sometimes such an essential elements clause is linked to a non-execution clause (see this informative piece by Lorand Bartels on the issue) which explicitly allows a Party to suspend (part of) or terminate an agreement for a material breach.

Do you think that, in the event of a breach by Singapore of the social / environmental clauses of the EUSFTA, individuals that suffered direct damage could rely on this Opinion to argue that they have recourse to trigger the procedure for adopting a decision to terminate the agreement?

«Recently, we secured a significant victory for our clients in a precedent - setting multidistrict litigation, and we just settled on very favorable terms for our client a complex case involving post-closing breaches of an asset purchase agreement.

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.

Defending technology company and its board of directors in multimillion dollar PA state court action brought by founder / consultant / shareholder alleging claims for breach of fiduciary duty, breach of contract, and rescission; prosecuting action in NJ federal court on behalf of executive terminated in breach of his employment agreement; defending companies and their majority owners in numerous state court actions throughout NY and NJ alleging breach of contract and fraud; defending company in connection with DOL investigation regarding misclassification of employees; defending health - tech entrepreneur in connection with DOL investigation regarding unemployment insurance fraud; counseling global company and its US subsidiary in connection with various employment law matters; and negotiating numerous separation agreements.

«Is it consistent with EC Regulation 44/2001 [the EC Regulation] for a court of a member state to make an order 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?»

On the other hand, disputes that involve contract disputes or breaches, including licensing agreements may be outside the jurisdiction of the Federal Court and can only be brought in the provincial court.

a major German energy company in an International Chamber of Commerce (ICC) arbitration against an Indonesian coal producer for breach of a coal supply agreement, including the effect of government regulations on private parties» contractual obligations

[14] Both parties rely on the British Columbia decision of Smith v. Lau, 2004 BCCA 443, 243 D.L.R. (4th) 236, for the law applying to the breaches of obligations under matrimonial agreements.

Obtained recovery of over $ 1,000,000 on behalf of an ice cream manufacturer in a breach of contract action arising from a dispute involving a distribution agreement.

It also wanted a declaration that the Registrar's registration of the 39 agreements against Half Moon Lake Resort's title was a breach of the consent order and contempt of court on the part of the Registrar.

We were retained by Bentley Systems, Inc. in this commercial dispute from Madison County, Alabama, involving an asset purchase agreement where the trial court entered judgment against Bentley on its counterclaim for breach of contract.

Advised Vodafone on the termination provisions (for breach) of the distributorship agreement with the airtime distributor.

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.

Breach of warranty claims arising out of share sale agreements: Wedge v ADP Dental Limited, which raised questions of the impact of illegality on warranties and disclosure statements.

Obtained summary judgment in federal court in Wisconsin on behalf of a health care provider on a $ 3.5 million claim by a consultant for breach of an IT outsourcing agreement.

If the settling defendant is based in a different jurisdiction than the plaintiff, the defendant should also consider including a choice of venue / jurisdiction provision and a waiver of personal service on the counterparty with respect to any complaint arising from breach of the settlement agreement (e.g., if a company based in San Francisco is sued in a Small Claims Court in New York and the San Francisco company agrees to settle the claim, it should consider including a provision in the agreement that the courts in San Francisco shall have exclusive jurisdiction over any disputes arising from the breach of the settlement agreement, and the counterparty submits to the personal jurisdiction of such courts).

Also, while the recent Khurshid decision did not prohibit a former employer from suing for money damages for violation of a non-compete, § 5-37-33 bars both equitable relief (i.e., a court order prohibiting the physician from working for a competitor) and money damages based on a breach of a non-compete agreement.

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).