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.
(a) that the Claimants contracted with the Defendants to purchase package holidays at the Club Aguamar Hotel and stayed at the Club Aguamar Hotel between the dates set out in the schedule to the order, and (b) that the Claimants suffered gastric or other illness
of various durations, and / or personal injury, and / or distress, inconvenience, loss and damage
as a
result of improper performance
of the provision
of services under the holiday contract, in respect
of which the Claimants hold the Defendant liable (i) under the Package Travel, Package Holidays and Package Tours Regulations 1992, and / or (ii) by reason
of breaches of the said contracts
of various dates for the provision
of holidays, made in writing, and within the jurisdiction
of this Court, and / or (iii) by reason
of the Defendant's negligence during the said
period, and / or (iv) by reason
of the Defendant's misrepresentations made on various dates and inducung the Claimants to enter the said contracts for the provision
of holidays.