Sentences with phrase «such breach of this agreement»

Partner further agrees that the payment of liquidated damages shall not be construed as a release or waiver by the Company of the right to prevent the continuation of any such breach of this Agreement in equity or otherwise and shall not preclude or be construed to preclude the Company from making a showing of irreparable injury or any other element that may be necessary to secure injunctive relief.

Not exact matches

To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable 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.

The term of the TRAs will commence upon the completion of this offering and will continue until all such tax benefits have been utilized or expired, unless we exercise our rights to terminate the agreements or payments under the agreements are accelerated in the event that we materially breach any of our material obligations under the agreements (as described below).

The term of the TRAs will commence upon the completion of this offering and will continue until all such tax benefits have been utilized or expired, unless we exercise our rights to terminate the agreements or payments under the agreements are accelerated in the event that we materially breach any of our material obligations under the agreements.

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 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.

You agree that to the fullest extent permitted by law you shall defend, indemnify and hold harmless Orlando Stroller Rentals, LLC from and against all claims, damages, losses, costs, and expenses, including, but not limited to attorneys» fees, legal costs and legal expenses, arising out of or resulting from this Agreement (including the performance, breach, or termination of this Agreement), your use of this Website, and / or your order or use of anything available through Orlando Stroller Rentals, LLC and / or this Website, provided that such claim, damage, loss, cost, or expense is not caused by the sole negligence or sole fault of Orlando Stroller Rentals, LLC.

However a witness who, for example, is induced to make disclosures in breach of a confidentiality agreement enjoys no such protection.

A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

The Underwriting Agreement between the Trust and Ceros Financial Services Inc. («Ceros») provides that the Registrant agrees to indemnify, defend and hold Ceros, its several officers and directors, and any person who controls Ceros within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which Ceros, its officers and directors, or any such controlling persons, may incur under the Securities Act, the 1940 Act, or common law or otherwise, arising out of or based upon: (i) any untrue statement, or alleged untrue statement, of a material fact required to be stated in either any Registration Statement or any Prospectus, (ii) the breach of any representations, warranties or obligations set forth herein, (iii) any omission, or alleged omission, to state a material fact required to be

The same applies in case of breach of an essential contractual obligation (an obligation that must be fulfilled to enable the correct execution of the agreement and which the customer may usually trust and may trust that it will be fulfilled); however, to the extent such breach was unintentionally Design Hotels ™ liability shall be limited to typical damages foreseeable under the contract.

In the event that you do not have such authority, you agree that you will be personally liable to Cannon Beach Photo for any breaches of the terms of this Agreement.

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).

For the avoidance of doubt, Gross Revenues shall (A) exclude monies received from any source other than the sale of electric energy and capacity, including, without limitation, any of the following: (i) any federal, state, county or local tax benefits, grants or credits or allowances related to, derived from, or granted to the Wind Energy Project or Grantee, including, but not limited to, investment or production tax credits, or property or sales tax exemptions, (ii) proceeds from financing activities, sales, assignments, partial assignments, contracts (other than the power purchase agreement) or other dispositions of or related to the Wind Energy Project (such as damages for breach of contract or liquidated damages for delays in project completion or failures in equipment performance), (iii) amounts received as reimbursements or compensation for wheeling costs or other electricity transmission or delivery costs, and (iv) any proceeds received by Grantee as a result of damage or casualty to the Wind Energy Project, or any portion thereof and (B) include any revenues derived from Grantee's sale of carbon dioxide trading credits, renewable energy credits or certificates, emissions reduction credits, emissions allowances, green tags, tradable renewable credits, or Green - e ® products, any of which are allocated to Grantee, if applicable, through its participation in any voluntary registry, association or market - based exchange.

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.

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.

«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?»

Licensees that wish to avail themselves of such third - party contractors should very carefully review the terms of their existing licence agreements to determine whether such access / usage rights can be granted without inadvertently breaching their licence agreements.

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).

We even handle the more complex cases that most smaller and solo firms won't handle, such as breach of fiduciary duty, wrongful death, complex real estate disputes, mergers and acquisitions, asset sales agreements, and general counsel services.

Flanagan v Liontrust Claims for breaches of an LLP agreement via a petition under s994 Companies Act 2006, following expulsion from a fund management business, raising the novel and important issue of whether such agreements can be terminated for repudiatory breach.

This requirement is issued with a clear stated intention of the regulator that «the new clause aims to enable aggrieved investors to seek redress as a contractual right under the client agreement» in such situation where an intermediary has breached suitability obligation.

In 2009, the ECJ delivered its infamous judgment in West Tankers (C - 185 / 07), holding that Brussels I precluded the courts of a member state making an order restraining a person from commencing or continuing proceedings in another member state on the grounds that such proceedings would be in breach of an arbitration agreement.

-- six months following the expiration of the applicable limitation period for breach of fundamental representations and warranties such as authority to enter into agreement, title to assets, etc..

He is also regularly instructed in claims arising from share sale agreements such as breaches of warranty and misrepresentation, claims related to earn outs and claims for deferred consideration.

I acknowledge and agree that violation of this Employee Confidential Information and Invention Assignment Agreement by me may cause the Company irreparable harm, and therefore I agree that the Company will be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security (or, where such a bond or security is required, I agree that a $ [NUMBER] bond will be adequate), in addition to and without prejudice to any other rights or remedies that the Company may have for a breach of this Employee Confidential Information and Invention Assignment Agreement.

Since filing lawsuits does not deter enough unfair treatment, we also assist small businesses with employment law compliance, drafting fair employment agreements, and general business matters, such as breach of contracts and debt collection.

Accordingly, the Parties each agree and acknowledge that any such violation or threatened violation may cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity, or otherwise, the Disclosing Party shall be entitled (a) to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the Receiving Party, without the necessity of proving actual damages, and (b) to be indemnified by the Receiving Party from any loss or harm, including but not limited to attorney's fees, arising out of or in connection with any breach or enforcement of the Receiving Party's obligations under this Agreement or the unauthorized use or disclosure of the Disclosing Party's Confidential Information.

4.3 The restrictions in this Section 4 will not apply to Confidential Information to the extent it (i) was in the public domain at the time of disclosure; (ii) became publicly available after disclosure to the receiving party without breach of this Agreement; (iii) was lawfully received by the receiving party from a third party without such restrictions; (iv) was known to the receiving party, its employees, agents or representatives without such restrictions prior to its receipt from the disclosing party; or (iv) was independently developed by the receiving party without breach of this Agreement.

Of course, the client may be able to show undue influence, a breach of the Unfair Contract Terms Act 1977 or an unconscionable bargain, but this requires as a minimum an inequality of bargaining power, a manifestly disadvantageous agreement and an undue degree of pressure brought to bear by the stronger party; such matters are notoriously difficult to prove, particularly in a commercial contexOf course, the client may be able to show undue influence, a breach of the Unfair Contract Terms Act 1977 or an unconscionable bargain, but this requires as a minimum an inequality of bargaining power, a manifestly disadvantageous agreement and an undue degree of pressure brought to bear by the stronger party; such matters are notoriously difficult to prove, particularly in a commercial contexof the Unfair Contract Terms Act 1977 or an unconscionable bargain, but this requires as a minimum an inequality of bargaining power, a manifestly disadvantageous agreement and an undue degree of pressure brought to bear by the stronger party; such matters are notoriously difficult to prove, particularly in a commercial contexof bargaining power, a manifestly disadvantageous agreement and an undue degree of pressure brought to bear by the stronger party; such matters are notoriously difficult to prove, particularly in a commercial contexof pressure brought to bear by the stronger party; such matters are notoriously difficult to prove, particularly in a commercial context.

The Firm will not, nor will any entity that is part of the Firm, be deemed to have waived any breach by you of this Agreement, except by a written waiver expressly so stating, and such waiver will not be construed as a waiver of subsequent or continued breaches.

In the past ten years, Mr. Altieri has both brought and defended numerous actions on behalf of employers, including several injunctive proceedings annually, on such issues as misappropriation of trade secrets, non-compete agreements, and breach of fiduciary duty.

Where the Customer provides any personal data in relation to this agreement, it warrants that it does so in compliance with Data Protection Law and that the Provider may, under Data Protection Law, process such data as required or anticipated by this agreement, and the Customer shall be responsible for any costs, losses or expenses the Provider incurs or suffers as a result of breach of such warranty.

The termination provisions of the brewing and distribution agreement required notice to be provided such that the restrictive covenants would apply for a period of at least 180 days after a fundamental breach of the agreement by TBL, except for breaches incapable of remedy.

The Trump Marketing Machine had us galvanized for a blue whale breach - sized agreement change such as a border tax on goods entering the U.S. Being in that splash zone, we are relieved that we are facing a smaller series of requests — more of an «orca whale coming up to smile at the crowd» series of requests.

IEC may terminate any License Agreement if Customer breaches any material term of these Terms of Use or any License Agreement and does not cure such material breach within thirty (30) days of receiving a Termination Notice.

STUDENT further acknowledges and agrees that any willful or intentional misrepresentation by STUDENT regarding such user information or registration information constitutes a breach of this agreement and of the representations and warranties by STUDENT as provided in this agreement, and may subject student to liability for damages incurred by SCHOOL OWNER as a result thereof, including but not limited to general, consequential, and punitive damages.

STUDENT further acknowledges and agrees that any willful or intentional misrepresentation by STUDENT regarding such user information or registration information constitutes a breach of this agreement and of the representations and warranties by STUDENT as provided in this agreement, and may subject student to liability for damages incurred by COURSE PROVIDER as a result thereof, including but not limited to general, consequential, and punitive damages.

The student further acknowledges and agrees that any willful or intentional misrepresentation by the student regarding such user information or registration information constitutes a breach of this agreement and of the affirmation of eligibility by the student as provided in this agreement, and may subject the student to liability for damages incurred by the course provider as a result thereof, including but not limited to general, consequential, and punitive damages.

Objective: Resumes reserves the right to the initiation of such legal proceedings and to the recovery of costs related to such legal actions from clients in breach of this agreement.

For example, if the agreement imposes obligations on the native title claimants through the agreement (such as taking certain actions to maintain the environment in the region), and they can not maintain that responsibility due to lack of resources, what would be the consequence of a breach?

But the court ruled that the Broker's unilateral decision to distribute the escrowed funds without receiving such authority in the escrow agreement constituted a breach of fiduciary duty.

Court finds no breach of broker's duties for failure to disclose neighboring sex offender, as rep agreement stated that no such requirement exists under AZ law.

Soviero v. Carroll Group International, Inc. (27 A.D. 3d 276)- salesperson asserted causes of action for breach of an oral employment agreement, for wages, statutory liquidated damages and statutory attorney's fees under the Labor Law, for conversion and conspiracy to commit conversion by the broker and punitive damages for intentional tort; order dismissing all causes of action except the breach of contract claim affirmed; salesperson was fired by the firm and was no longer an «employee» or a «commissioned salesman» of the brokerage firm after her termination, such as would entitle her to wages or a commission; conversion cause of action fails as salesperson must have exercised ownership, possession or control of the property in the first place which she never had such ownership; no viable claim for punitive damages which are not recoverable for ordinary breach of contract

79 DOS 99 Matter of DOS v. Pagano - disclosure of agency relationships; failure to appear at hearing; proper business practices; unauthorized practice of law; unearned commissions; vicarious liability; fraudulent practice; jurisdiction; ex parte hearing may proceed upon proof of proper service; DOS has jurisdiction after expiration of respondents» licenses as acts of misconduct occurred and the proceedings were commenced while the respondents were licensed; licensee fails to timely provide seller client with agency disclosure form prior to entering into listing agreement and fails to timely provide agency disclosure form to buyer upon first substantive contact; broker fails to make it clear for which party he is acting; broker violates 19 NYCRR 175.24 by using exclusive right to sell listing agreement without mandatory definitions of «exclusive right to sell» and «exclusive agency»; broker breaches fiduciary duties to seller clients by misleading them as to buyer's ability to financially consummate the transaction; broker breaches his fiduciary duty to seller by referring seller to the attorney who represented the buyers when he knew or should have known such attorney could not properly protect seller's interests; improper for broker to use listing agreements providing for broker to retain one half of any deposit if forfeited by buyer as such forfeiture clause could, by its terms, allow broker to retain part of the deposit when broker did not earn a commission; broker must conduct business under name as it appears on license; broker engaged in the unauthorized practice of law in preparing contracts for purchase and sale of real estate which did not contain a clause making it subject to the approval of the parties» attorneys and were not a form recommended by a joint bar / real estate board committee; broker demonstrated untrustworthiness and incompetency in using sales contract which purported to change the terms of the listing agreement to include a higher commission; broker demonstrated untrustworthiness and incompetency in using contracts of sale which were unclear, ambiguous, vague and incomplete; broker failed to amend purchase agreement to reflect amendment to increase deposit amount; broker demonstrated untrustworthiness in back - dating purchase agreements; broker demonstrated untrustworthiness in participating in scheme to have seller hold undisclosed second mortgage and to mislead first mortgagee about the purchaser's financial ability to purchase; broker demonstrated untrustworthiness by claiming unearned commission and filing affidavit of entitlement for unearned commission; DOS fails to establish by substantial evidence that respondent acted as undisclosed dual agent; corporate broker bound by the knowledge acquired by and is responsible for acts committed by its licensees within the actual or apparent scope of their authority; corporate and individual brokers» licenses revoked, no action taken on application for renewal until proof of payment of sum of $ 2,000.00 plus interests for deposits unlawfully retained

Each member further represents and covenants that: (i) it owns and / or has all necessary rights and authority to offer for rent and to rent the property listed by such member; (ii) it will not wrongfully withhold a rental deposit in breach of the underlying rental agreement; (iii) that it will accurately describe the subject rental property, will not fail to disclose a material defect in, or material information about, a rental property and will upon request, or otherwise from time to time, review the property listing content and location or geographic description to ensure it is accurate and not misleading; (iv) that it will not wrongfully deny access to the listed property; and (v) that it will not fail to provide a refund when due in accordance with the applicable cancellation policy or underlying rental agreement.

A large bank, a title insurance company, and settlement agent commenters recommended that a flexible waiver be available to consumers where the rule would trigger additional redisclosure waiting periods so the consumer could avoid the costs associated with a closing delay, such as the loss of a rate lock or penalties associated with a breach of a purchase agreement.