Sentences with phrase «other breaching party»

Not exact matches

«Each of the parties warrants and undertakes that it will not knowingly do anything or permit anything to be done which might lead to a breach of any such legislation, regulations and / or directives by the other party,» it also states.

What happens if the other party breaches a contract?

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.

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.

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.

- Post, link to or otherwise publish any Messages containing material that is obscene, racist, homophobic or sexist or that contains any form of hate speech; - Post, link to or otherwise publish any Messages that infringe copyright; - Post, link to or otherwise publish any Messages that are illegal, libellous, defamatory or may prejudice ongoing legal proceedings or breach a court injunction or other order; - Post, link to or otherwise publish any Messages that are abusive, threatening or make any form of personal attack on another user or an employee of Packaging Europe magazine; - Post Messages in any language other than English; - Post the same Message, or a very similar Message, repeatedly; - Post or otherwise publish any Messages unrelated to the Forum or the Forum's topic; - Post, link to or otherwise publish any Messages containing any form of advertising or promotion for goods and services or any chain Messages or «spam»; - Post, link to or otherwise publish any Messages with recommendations to buy or refrain from buying a particular security or which contain confidential information of another party or which otherwise have the purpose of affecting the price or value of any security; - Disguise the origin of any Messages; - Impersonate any person or entity (including Packaging Europe magazine employees or Forum guests or hosts) or misrepresent any affiliation with any person or entity; - Post or transmit any Messages that contain software viruses, files or code designed to interrupt, destroy or limit the functionality of the Site or any computer software or equipment, or any other harmful component; - Collect or store other users» personal data; and / or - Restrict or inhibit any other user from using the Forums.

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.

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.

What damages may a party seek for breach of contract: the loss suffered as a result of reliance on the other or the loss of the benefits that the contract promised?

When other moderates turned out to canvass for their former colleague they'd be in breach of party rules that forbid campaigning for anyone other than the official.

Apart from Mr Afoko, two other national executives have been suspended indefinitely for breaching various provisions of the party's constitution.

What amazes some learned Lawyers is the emergence of questionable letters of appointments with no date during the trial, the admission of bias and breach of natural justice by Chairman of the party's Disciplinary committee Most Reverend Asante - Antwi and the admission of same in yesterday's ruling by the learned justice among others lends credence to the fact that, Justice Anthony Yeboah feared to uphold Justice.

Some are suggesting that this breaches section 6 (b)(ii) of the GLA code of conduct which states that the mayor «must, when using or authorising the use by others of the resources of your authority,... ensure that such resources are not used improperly for political purposes (including party political purposes)».

Because of the perceived irregularities, he said he might be forced to pull out of the peace accord, which he and others signed voluntarily, saying the management of the party was already breaching it.

By submitting User Materials to or using the Site, you represent that you have the full legal right to provide the User Materials, that such User Materials will not: (a) divulge any protected health information or infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including without limitation as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person or which impersonates another person; (b) violate any law, statute, ordinance, or regulation; (c) be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing or embarrassing; (d) be obscene, child pornographic, or indecent; (e) violate any community or Internet standard; (f) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information, or that facilitate or enable such or that are intended to do any of the foregoing; (g) result in product liability, tort, breach of contract, personal injury, death, or property damage; (h) constitute misappropriation of any trade secret or know - how; or (i) constitute disclosure of any confidential information owned by any third party.

You will indemnify and hold the Endocrine Society, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, members, and contractors (the «Indemnified Parties») harmless from any breach of these Terms of Use by you, including any use of Content other than as expressly authorized in these Terms of Use.

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.

b) transmit or Post information, pictures or any other material which breaches, infringes, violates or is contrary to any law, by - law, statute or regulation or any other parties» rights (including but not limited to Intellectual Property Rights and privacy rights);

You agree to indemnify and hold DatingAA.com, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and / or arising from a breach of this Agreement and / or any breach of your representations and warranties set forth above.

You agree to indemnify and hold Russiandatingnet.com, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and / or arising from a breach of this Agreement and / or any breach of your representations and warranties set forth above.

You agree to indemnify and hold LoveCompass Free Online Dating, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Website or the Service in violation of this Agreement or arising from a breach of this Agreement or any breach of your representations and warranties set forth in this Agreement.

You agree to indemnify and hold aFreecupid.com, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and / or arising from a breach of this Agreement and / or any breach of your representations and warranties set forth above.

You agree to indemnify and hold Ukcupiddating.com, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and / or arising from a breach of this Agreement and / or any breach of your representations and warranties set forth above.

You agree to indemnify and hold Filipinodating.us, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and / or arising from a breach of this Agreement and / or any breach of your representations and warranties set forth above.

The License to Purchased Content and any updates Customer receives is perpetual, and may only be revoked if Customer materially breaches this Agreement, or if the licensed materials contain errors or could be subject to an infringement or other adverse claim by a third party.

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.

This indemnity clause is your promise to defend and reimburse the other party from legal claims and economic losses that arise from inaccuracies in your representations or your breach of the agreement.

Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and / or its service providers to suffer data corruption or lose operational functionality.

Indemnity You will indemnify and hold Term Life Insurance By Jeff, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the «Indemnified Parties») harmless from any breach of these Terms and Conditions of Use by you, including any use of content other than as expressly authorized in these Terms and Conditions of Use.

The parties have agreed to indemnify each other against certain losses, including losses for breaches of representations, warranties and covenants.

If the security of that information is breached by Member or a third party, Hilton Honors shall not be liable for any access to that account not authorized by Member, accumulation of Points, redemption of Rewards, or other account activity that occurs as a result, and in no event shall Hilton Honors be responsible for reimbursing Member for any Points redeemed or other damages or losses claimed to occur as a result of that unauthorized access.

Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which the Funds invest; counterparties with which the Funds engage in transactions; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, insurance companies, and other financial institutions (including financial intermediaries and service providers for a Fund's shareholders); and other parties.

You will not, and will not allow or authorize others to, use the Services, the Sites or any Materials therein to take any actions that: (i) infringe on PetSmart Charities» or any third party's copyright, patent, trademark, trade secret or other intellectual or proprietary rights, or rights of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation (including those regarding export control); (iii) are defamatory, trade libelous, threatening, harassing, invasive of privacy, stalking, harassment, abusive, tortuous, hateful, constitute discrimination based on race, religion, ethnicity, gender, sex, disability or other protected grounds, or are pornographic or obscene; (iv) interfere with or disrupt any services or equipment with the intent of causing an excessive or disproportionate load on PetSmart Charities or its licensors or suppliers» infrastructure; (v) involve knowingly distributing viruses, Trojan horses, worms, or other similar harmful or deleterious programming routines; (vi) involve the preparation and / or distribution of «junk mail», «spam», «chain letters», «pyramid schemes» or other deceptive online marketing practices, or any unsolicited bulk email or unsolicited commercial email or otherwise in a manner that violate any applicable «anti-spam» legislation, including that commonly referred to as «CASL»; (vii) would be or encourage conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international laws or regulations; (viii) involve the unauthorized entry to any machine accessible via the Services or interference with the Sites or any servers or networks connected to the Sites or disobey any requirements, procedures, policies or regulations of networks connected to the Sites, or attempt to breach the security of or disrupt Internet communications on the Sites (including without limitation accessing data to which you are not the intended recipient or logging into a server or account for which you are not expressly authorized); (ix) impersonate any person or entity, including, without limitation, one of PetSmart Charities» or another party's officers or employees, or falsely state or otherwise misrepresent your affiliation with a person or entity; (x) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Sites; (xi) collect or store personal data about other account users or attempt to gain access to other account users» accounts or otherwise mine information about other account users or the Sites, or interfere with any other user's ability to access or use the Sites; (xii) execute any form of network monitoring or run a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Sites» servers or any data not intended for you; (xiii) attempt to circumvent authentication or security of any content, host, network or account («cracking») on or from the Sites; or (xiv) in PetSmart Charities» sole discretion, are contrary to PetSmart Charities» public image, goodwill, reputation or mission, or otherwise not in furtherance of our Vision of a lifelong, loving home for every pet.

You will immediately notify PetSmart Charities if your password is lost, stolen, disclosed to an unauthorized third party or otherwise has been compromised or if there is any other breach of security.

You will not, and will not allow or authorize others to, use the Services or the Sites to take any actions that: (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation (including those regarding export control); (iii) are defamatory, trade libelous, threatening, harassing, invasive of privacy, stalking, harassment, abusive, tortuous, hateful, discriminatory based on race, ethnicity, gender, sex or disability, pornographic or obscene; (iv) interfere with or disrupt any services or equipment with the intent of causing an excessive or disproportionate load on the Animal League or its licensors or suppliers» infrastructure; (v) involve knowingly distributing viruses, Trojan horses, worms, or other similar harmful or deleterious programming routines; (vi) involve the preparation and / or distribution of «junk mail», «spam», «chain letters», «pyramid schemes» or other deceptive online marketing practices or any unsolicited bulk email or unsolicited commercial email or otherwise in a manner that violate the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN - SPAM Act of 2003); (vii) would encourage conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, federal or international laws, rules or regulations; (viii) involve the unauthorized entry to any machine accessible via the Services or interfere with the Sites or any servers or networks connected to the Sites or disobey any requirements, procedures, policies or regulations of networks connected to the Sites, or attempt to breach the security of or disrupt Internet communications on the Sites (including without limitation accessing data to which you are not the intended recipient or logging into a server or account for which you are not expressly authorized); (ix) impersonate any person or entity, including, without limitation, one of the Animal League's or other's officers or employees, or falsely state or otherwise misrepresent your affiliation with a person or entity; (x) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Sites; (xi) collect or store personal data about other Animal League members, Site users or attempt to gain access to other Animal League members information, or otherwise mine information about Animal League members, Site users, or the Sites; (xii) execute any form of network monitoring or run a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Sites» servers or any data not intended for you; (xiii) attempt to circumvent authentication or security of any content, host, network or account («cracking») on or from the Sites; or (xiv) are contrary to the Animal League's public image, goodwill, reputation or mission or otherwise not in furtherance of the Animal Leagues stated purposes.

No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

Under no circumstances will the sites or the Chopra parties be liable to you for any loss or damages of any kind that are directly or indirectly related to the sites, the materials in the sites, the downloadable items, user content, your use or inability to use, or the performance of the sites, any action taken in connection with an investigation by the sites or law enforcement authorities regarding your use of the sites, and action taken in connection with copyright or other intellectual property owners, any errors or omission in the sites, technical operation, or any damage to any users computer, hardware, software, wireless devices, cellular phone, modem or other equipment or technology, including without limitation damage from any security breach or from any virus, bugs, tampering, fraud, scam, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction, even if foreseeable or even if the sites or Chopra parties have been advised of or should have known of the possibility of such damages, whether in an action of contract, negligence, strict liability or tort.

If the security of that information is breached by Member or a third party, Hilton Honors shall not be liable for any access to that account not authorized by Member, accumulation of Points, redemption of Rewards, or other account activity that occurs as a result, and in no event shall Hilton Honors be responsible for reimbursing Member for any Points redeemed or other damages or losses claimed to occur as a result of that unauthorized access.

x) information or material which you have submitted to TravelGround.com which is in violation of any law or in breach of any third party's rights (including, but not limited to, defamation, invasion of privacy, breach of confidence or infringement of copyright or any other intellectual property rights).

Powerful playable character options - Play as one of six different characters, each with his or her own unique skills, further enhanced by Soul Breach combo attacks with other party members.

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.

In a blog post discussing the involvement of solicitors in pseudonymous law firms like those alleged to be used by the banks, Richard Moorhead has observed, among other things, that «there is a substantial risk that the solicitors who signed or were involved in the production of the letters have breached their obligation to act with integrity» and that «there is a question over whether Outcome 11.1 (rule 11.1 in effect) has been breached that is solicitors must not, take unfair advantage of third parties [the debtors] in their professional capacity.»

Following the recent headlines surrounding the WikiLeaks, the Panama Papers, and thousands of much smaller cybersecurity breaches around the world, legislation and action related to the protection of data and cyber processes is increasingly necessary, and while governments and other parties do...

Breach of contract also occurs when completed work is defective or if one party declares to the other that they will not be carrying out the work that was agreed.

24.3 Each party agrees that it shall have no right or remedy (other than for breach of contract) in respect of any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement.

«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.»

Achmea casts serious doubts on the legality of CETA's investment chapter, which allows investors from one Party to submit to an arbitral tribunal a claim that the other Party has breached an obligation under CETA.

My understanding is that a material noncompliance means that a party has breached the agreement so severely, the agreement no longer holds, and the other party can sue for damages.

When a dispute arises over a party's performance, our San Diego breach of contract attorneys can work to achieve a satisfactory resolution through contract litigation or other means.