Sentences with phrase «party to an agreement containing»

Not exact matches

Such risks, uncertainties and other factors include, without limitation: (1) the effect of economic conditions in the industries and markets in which United Technologies and Rockwell Collins operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates, levels of end market demand in construction and in both the commercial and defense segments of the aerospace industry, levels of air travel, financial condition of commercial airlines, the impact of weather conditions and natural disasters and the financial condition of our customers and suppliers; (2) challenges in the development, production, delivery, support, performance and realization of the anticipated benefits of advanced technologies and new products and services; (3) the scope, nature, impact or timing of acquisition and divestiture or restructuring activity, including the pending acquisition of Rockwell Collins, including among other things integration of acquired businesses into United Technologies» existing businesses and realization of synergies and opportunities for growth and innovation; (4) future timing and levels of indebtedness, including indebtedness expected to be incurred by United Technologies in connection with the pending Rockwell Collins acquisition, and capital spending and research and development spending, including in connection with the pending Rockwell Collins acquisition; (5) future availability of credit and factors that may affect such availability, including credit market conditions and our capital structure; (6) the timing and scope of future repurchases of United Technologies» common stock, which may be suspended at any time due to various factors, including market conditions and the level of other investing activities and uses of cash, including in connection with the proposed acquisition of Rockwell; (7) delays and disruption in delivery of materials and services from suppliers; (8) company and customer - directed cost reduction efforts and restructuring costs and savings and other consequences thereof; (9) new business and investment opportunities; (10) our ability to realize the intended benefits of organizational changes; (11) the anticipated benefits of diversification and balance of operations across product lines, regions and industries; (12) the outcome of legal proceedings, investigations and other contingencies; (13) pension plan assumptions and future contributions; (14) the impact of the negotiation of collective bargaining agreements and labor disputes; (15) the effect of changes in political conditions in the U.S. and other countries in which United Technologies and Rockwell Collins operate, including the effect of changes in U.S. trade policies or the U.K.'s pending withdrawal from the EU, on general market conditions, global trade policies and currency exchange rates in the near term and beyond; (16) the effect of changes in tax (including U.S. tax reform enacted on December 22, 2017, which is commonly referred to as the Tax Cuts and Jobs Act of 2017), environmental, regulatory (including among other things import / export) and other laws and regulations in the U.S. and other countries in which United Technologies and Rockwell Collins operate; (17) the ability of United Technologies and Rockwell Collins to receive the required regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the merger) and to satisfy the other conditions to the closing of the pending acquisition on a timely basis or at all; (18) the occurrence of events that may give rise to a right of one or both of United Technologies or Rockwell Collins to terminate the merger agreement, including in circumstances that might require Rockwell Collins to pay a termination fee of $ 695 million to United Technologies or $ 50 million of expense reimbursement; (19) negative effects of the announcement or the completion of the merger on the market price of United Technologies» and / or Rockwell Collins» common stock and / or on their respective financial performance; (20) risks related to Rockwell Collins and United Technologies being restricted in their operation of their businesses while the merger agreement is in effect; (21) risks relating to the value of the United Technologies» shares to be issued in connection with the pending Rockwell acquisition, significant merger costs and / or unknown liabilities; (22) risks associated with third party contracts containing consent and / or other provisions that may be triggered by the Rockwell merger agreement; (23) risks associated with merger - related litigation or appraisal proceedings; and (24) the ability of United Technologies and Rockwell Collins, or the combined company, to retain and hire key personnel.

You shall not be bound by the provisions of confidentiality contained in this Agreement if such Holdings Information 1) is or becomes publicly known through no act or omission of the Financial Institution, its employees, agents or subcontractors; 2) is lawfully disclosed to you by a third party without restriction and without any obligation of confidentiality; 3) is required to be disclosed by any Governmental body, regulatory body (including without limitation any relevant securities exchange) or court of competent jurisdiction or otherwise pursuant to any statutory or regulatory obligation.

Nothing contained in this Agreement shall be construed as creating any obligation or any expectation on the part of either party to enter into a business relationship with the other party, or an obligation to refrain from entering into a business relationship with 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.

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 not Post Content that: (1) infringes any proprietary rights of any third party; (2) violates any law or regulation; (3) is defamatory or trade libelous; (4) is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, intimidating, profane, pornographic, hateful, racially, ethnically or sexually discriminatory or otherwise objectionable in any way or that otherwise violates any right of another; (5) encourages conduct that would violate any conduct prohibited by this Agreement; (6) restricts or inhibits any other user from using the Website; (7) is or amounts to an unsolicited advertisement, promotion, or other form of solicitation; (8) impersonates any person or entity or that directly or indirectly attempts to gain unauthorized access to any portion of the Website or any computer, software, or data of any person, organization or entity that uses or accesses the Website; (9) provides or create links to external sites that violate the Agreement; (10) is intended to harm, exploit, solicit, or collect personally identifiable information of, any individual under the age of 18 («Minor») in any way; (11) invades anyone's privacy by attempting to harvest, collect, store, or publish private or personally identifiable information without their foreknowledge and willing consent or distributes or contains viruses or any other technologies that may harm the Website or any of its users; (12) is copyrighted, protected by trade secret or otherwise subject to third - party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant Non-GMO Project all of the license rights granted herein; and / or (13) contains or promotes an illegal or unauthorized copy of another person's copyrighted work.

If any provision of the Agreement is found by a court or other binding authority to be invalid, you agree that every attempt shall be made to give effect to the parties» intentions as reflected in that provision, and the remaining provisions contained in the Agreement shall continue in full force and effect.

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.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION 7.1 You represent and warrant that (a) you have the authority to enter into and perform your duties and obligations under this Agreement; and (b) the website [s] where you will display Archway Affiliate Marketing Materials and your marketing practices do not and will not (i) infringe on any third party's copyright, patent, trademark, trade secret, privacy or any other rights, (ii) violate any applicable laws, rules, or regulations, including, without limitation, the CAN SPAM Act of 2003, (iii) contain defamatory or libelous material, (iv) contain pornographic or obscene material, including, without limitation, its marketing and promotional activities; (v) promote violence; or (vi) contain viruses, trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; and (c) you will comply with your obligations under this Agreement and industry guidelines as applicable.

Such statements reflect the current views of Barnes & Noble with respect to future events, the outcome of which is subject to certain risks, including, among others, the general economic environment and consumer spending patterns, decreased consumer demand for Barnes & Noble's products, low growth or declining sales and net income due to various factors, possible disruptions in Barnes & Noble's computer systems, telephone systems or supply chain, possible risks associated with data privacy, information security and intellectual property, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, possible risks that inventory in channels of distribution may be larger than able to be sold, possible risks associated with changes in the strategic direction of the device business, including possible reduction in sales of content, accessories and other merchandise and other adverse financial impacts, possible risk that component parts will be rendered obsolete or otherwise not be able to be effectively utilized in devices to be sold, possible risk that financial and operational forecasts and projections are not achieved, possible risk that returns from consumers or channels of distribution may be greater than estimated, the risk that digital sales growth is less than expectations and the risk that it does not exceed the rate of investment spend, higher - than - anticipated store closing or relocation costs, higher interest rates, the performance of Barnes & Noble's online, digital and other initiatives, the success of Barnes & Noble's strategic investments, unanticipated increases in merchandise, component or occupancy costs, unanticipated adverse litigation results or effects, product and component shortages, the potential adverse impact on the Company's businesses resulting from the Company's prior reviews of strategic alternatives and the potential separation of the Company's businesses, the risk that the transactions with Microsoft and Pearson do not achieve the expected benefits for the parties or impose costs on the Company in excess of what the Company anticipates, including the risk that NOOK Media's applications are not commercially successful or that the expected distribution of those applications is not achieved, risks associated with the international expansion contemplated by the relationship with Microsoft, including that it is not successful or is delayed, the risk that NOOK Media is not able to perform its obligations under the Microsoft and Pearson commercial agreements and the consequences thereof, risks associated with the restatement contained in, the delayed filing of, and the material weakness in internal controls described in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended April 27, 2013, risks associated with the SEC investigation disclosed in the quarterly report on Form 10 - Q for the fiscal quarter ended October 26, 2013, risks associated with the ongoing efforts to rationalize the NOOK business and the expected costs and benefits of such efforts and associated risks and other factors which may be outside of Barnes & Noble's control, including those factors discussed in detail in Item 1A, «Risk Factors,» in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended April 27, 2013, and in Barnes & Noble's other filings made hereafter from time to time with the SEC.

Such statements reflect the current views of Barnes & Noble with respect to future events, the outcome of which is subject to certain risks, including, among others, the effect of the proposed separation of NOOK Media, the general economic environment and consumer spending patterns, decreased consumer demand for Barnes & Noble's products, low growth or declining sales and net income due to various factors, possible disruptions in Barnes & Noble's computer systems, telephone systems or supply chain, possible risks associated with data privacy, information security and intellectual property, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, possible risks that inventory in channels of distribution may be larger than able to be sold, possible risks associated with changes in the strategic direction of the device business, including possible reduction in sales of content, accessories and other merchandise and other adverse financial impacts, possible risk that component parts will be rendered obsolete or otherwise not be able to be effectively utilized in devices to be sold, possible risk that financial and operational forecasts and projections are not achieved, possible risk that returns from consumers or channels of distribution may be greater than estimated, the risk that digital sales growth is less than expectations and the risk that it does not exceed the rate of investment spend, higher - than - anticipated store closing or relocation costs, higher interest rates, the performance of Barnes & Noble's online, digital and other initiatives, the success of Barnes & Noble's strategic investments, unanticipated increases in merchandise, component or occupancy costs, unanticipated adverse litigation results or effects, product and component shortages, risks associated with the commercial agreement with Samsung, the potential adverse impact on the Company's businesses resulting from the Company's prior reviews of strategic alternatives and the potential separation of the Company's businesses (including with respect to the timing of the completion thereof), the risk that the transactions with Pearson and Samsung do not achieve the expected benefits for the parties or impose costs on the Company in excess of what the Company anticipates, including the risk that NOOK Media's applications are not commercially successful or that the expected distribution of those applications is not achieved, risks associated with the international expansion previously undertaken, including any risks associated with a reduction of international operations following termination of the Microsoft commercial agreement, the risk that NOOK Media is not able to perform its obligations under the Pearson and Samsung commercial agreements and the consequences thereof, the risks associated with the termination of Microsoft commercial agreement, including potential customer losses, risks associated with the restatement contained in, the delayed filing of, and the material weakness in internal controls described in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended April 27, 2013, risks associated with the SEC investigation disclosed in the quarterly report on Form 10 - Q for the fiscal quarter ended October 26, 2013, risks associated with the ongoing efforts to rationalize the NOOK business and the expected costs and benefits of such efforts and associated risks and other factors which may be outside of Barnes & Noble's control, including those factors discussed in detail in Item 1A, «Risk Factors,» in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended May 3, 2014, and in Barnes & Noble's other filings made hereafter from time to time with the SEC.

The representations, warranties and covenants contained in the Agreements were made only for purposes of such agreements and as of the specific dates therein, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the AAgreements were made only for purposes of such agreements and as of the specific dates therein, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Aagreements and as of the specific dates therein, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Aagreements, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the AgreementsAgreements.

Nothing contained in this Agreement shall be deemed to convey to you or to any other party any ownership interest in or to intellectual property or data provided in connection with the Services.

The Merger Agreement contains certain termination rights for both VaxGen and OXiGENE, and further provides that, upon termination of the Merger Agreement under specified circumstances, including by VaxGen to pursue a superior transaction, as defined in the Merger Agreement (including a liquidation), or by OXiGENE to pursue a financing transaction with net proceeds of least $ 30 million, either party may be required to pay the other party a termination fee of $ 1,425,000 and to reimburse the other party's expenses up to $ 325,000.

In addition to access, the agreement, which was designed to be inclusive, contains articles that discuss education, career development and training, traditional and local knowledge, and cooperation with parties other than the eight Arctic nations.

(2) No trade union that is a party to a collective agreement containing a provision mentioned in clause (1)(a) shall require the employer to discharge an employee because,

If it is important for the agreement to specify precise time periods, the parties should ensure a specific time and day are agreed and contained in the final version of the contract.

In Nor - Man Regional Health Authority v. Manitoba Association of Health Care Professionals, Nor - Man Regional Health Authority Inc., and the union were parties to a collective agreement that contained several provisions on casual employees and annual vacations.

The parties had entered into a mediation agreement that contained standard confidentiality clauses and a provision that any settlement reached in the mediation would not be binding until it had been reduced to writing and signed by, or on behalf of, the parties.

Both the client and the consultant need to fully understand the information contained in the agreement, and both parties need to sign the document.

Some severance packages include terms that enforce non-compete or non-solicitation agreements or contain a clause releasing either party from other obligations or rights to sue.

The Court accepted that the parties did not intend to contract out of the minimum standards of the ESA and held that the plaintiff's challenges to the contract «represent [ed] either strained interpretations or [were] easily and reasonably cured using the curative language contained in the employment agreement itself».

Quite appropriately the Commission's proposal contains substantial provisions to ensure that any prenuptial agreement must be entered into with the parties» eyes wide open.

If a marriage subject to a prenuptial agreement dissolves and one of the parties fails to take action on claims contained in that prenuptial agreement for a considerable period of time, it is possible the court will prohibit that person from enforcing the agreement due to the amount of time lapsed.

The listing agreement contained a holdover clause which provided that the vendor would pay Ariston a commission of 5 % of the sale price in the event that the property was sold within six months after the expiry of the listing agreement to any party to whom Ariston introduced the property... [more]

Unfortunately, many older standard licence agreements contain very narrow and rigid terms that do not allow third parties to access APIs or otherwise touch the vendors» software.

An arbitration clause in a construction contract can take many forms, from a simple statement that the parties agree to refer any dispute arising between them to arbitration, to a detailed clause containing not only the agreement of the parties to arbitrate disputes, but also setting out how the arbitrator is to be appointed and the procedures to be used by the parties in the process.

A postnuptial agreement can contain as much or as little as the parties want it to in terms of issues being determined.

In the light of all those considerations, it is necessary, for the purposes of the determination specified in paragraph 35 of the present judgment, to examine whether the provisions of the Framework Agreement relating to readmission of nationals of the contracting parties, to transport and to the environment also contribute to the pursuit of the objectives of development cooperation and, if so, whether those provisions do not nevertheless contain obligations so extensive that they constitute distinct objectives that are neither secondary nor indirect in relation to the objectives of development cooperation.

Many separation agreements contain a broad general release clause that purports to waive all other causes of action between the parties.

On May 3, 2012, the Supreme Court of Canada denied Conrad Black («Black») leave to appeal the decision of the Court of Appeal for Ontario upholding the decision of the Honourable Justice Campbell to seal certain privileged and confidential information contained in settlement agreements between Hollinger Inc. («Hollinger») and certain settling parties, that are subject to court approval.

Without a shareholder agreement which contains clauses related to the sale of shares, any shareholder would be able to sell his shares to a third party subject only to the transfer requirements stipulated in the articles of incorporation.

The bill also contains additional provisions prohibiting judges from approving class actions in which the lawyer representing the class is a relative of a party in the class action suit; requiring class action lawyers only receive payment after victims are paid; and ordering that any third - party funding agreement be disclosed to the court.

If at any time during the currency of this Agreement, or after the termination hereof, any dispute, difference, or question shall arise, or any failure to agree as specifically hereinabove referred to, shall occur among the parties hereto or certain of them, respecting this Agreement or anything herein contained then every such dispute, difference or question or failure to agree shall be referred to a single arbitrator to be appointed by the parties to the dispute within ten (10) days of such referral...

Similarly, a party who acquires rights by assignment or subrogation may be required to enforce those rights through arbitration, if the main contract contains an arbitration agreement.

Pursuant to the Contracts (Rights of Third Parties) Act 1999, where a third party has rights under a contract containing an arbitration agreement, the third party may be required to enforce those rights through arbitration.

In addition to the court order for Parenting Coordination, a written agreement between the parties and the Parenting Coordinator shall be used to detail specific issues not contained in the court order, such as fee payments, billing practices and retainers.

In contract law, when an agreement has a gap or otherwise contains an ambiguity, courts do not simply abandon the inquiry into the parties» intent but instead apply other tools to form the best possible estimate.

First, the appellants were not parties to the Settlement Agreement; it contains no terms for their benefit.

(The agreement contained an arbitration clause but allowed the parties to approach the court for urgent injunctive relief).

Put differently, if a third party funding agreement contained information that disclosed counsel's legal opinion about the merits of the litigation or disclosed how counsel proposed to carry out the litigation beyond what might be disclosed in the litigation plan that would be disclosed for a certification motion, then it was both unnecessary and wrong to include that information.

HSH submitted that in this case the assumption must be displaced, because the agreements between the parties made it clear that different aspects of the relationship were governed by different agreements which contained conflicting provisions as to law and jurisdiction.

The public employment relations act (PERA) imposes on each party to a collective bargaining agreement the duty to bargain in good faith when interpreting and enforcing the terms contained therein.

This Convention shall not prevail over any international agreement which has already been or may be entered into and which contains provisions concerning the matters governed by this Convention, provided that the seller and buyer have their places of business in States parties to such agreement.

Company and its personnel shall only make trade secrets and other proprietary information available to third parties on a «need to know» basis, and subject to company procedures and written agreements containing adequate confidentiality and other protections.

Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the terms and conditions of any Agreement contained herein.

It further provides that the federal Parliament has power to legislate any matter contained in the agreement; that such agreements can be varied or rescinded by the parties; and that agreements, and any variations, are to bind all levels of government.

A separation agreement differs from a property settlement because it can contain any terms the parties agree to, as long as they are not against public policy.

A separation agreement can contain any terms the parties agree to, as long as they are not against public policy.

He or she is also able to draft a legally binding settlement agreement that contains all of the terms that the parties have agreed to.