Sentences with phrase «terminate on breach»

Parties contracting under Chinese law can include a negotiated termination clause, and / or be permitted to terminate on breach of a «main obligation» of the contract which is not rectified within a reasonable time.

Not exact matches

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.

eLearning Industry shall have the right to terminate any Services offered to you, as well as your Account, and to remove any content posted on the Website at its sole discretion, without any compensation or recourse in the event that the relevant content is in breach of any of the provisions above.

Authors basically can not terminate the license unless Dymocks is proven to be in breach of the agreement, which would be difficult for an author to prove, as the agreement does not put much obligation on Dymocks to do specific things.

There is no way for the author to terminate the contract, other than through a breach of contract by D Publishing — unlikely since the contract places almost no obligations on D Publishing.

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

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

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

Supreme Court of Canada Decision: No Prima Facie Discrimination The Supreme Court dismissed the appeal, with the majority confirming that the employer terminated Stewart for breaching the Policy's requirement to disclose his drug use, and that discrimination based on his disability was not a factor in the termination of his employment.

However, where an employer prematurely claims frustration of the employment contract and terminates the employment relationship on that basis, the employee will be found to have been wrongfully dismissed, and will be entitled to common law reasonable notice as well as damages for a breach of the Code.

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

If the employer can prove that the person on maternity leave would have been terminated regardless of the leave, the employer might be able to avoid the consequences of breaching this obligation.

This exception, known as the breach of the implied covenant of good faith and fair dealing, prohibits an employer from terminating an employee who is paid on a commission basis for the purposes of preventing that employee from earning his or her commission that is about to become due.

It was open in principle to the claimant to bring a challenge by way of judicial review, on the ground of breach of legitimate expectation, to the defendant's decision to terminate her tenancy, just as it was open to her in principle to bring a challenge on Convention grounds against the defendant as a public authority.

The defendants responded by alleging breaches on the part of the first claimant, which had thereby given them the right to terminate an agreement.

Contract — Counterclaim for damages for repudiatory breach or renunciation — Contract terminated by defendant by reason of claimant going into administration — Whether claimant in repudiatory breach — Whether defendant could rely upon repudiation or renunciation where termination was not based on breach.

Relying on established case law on the intersection between the distress remedy and termination, the Court stressed that for any given breach a landlord may elect to terminate or affirm the lease.

After affirming the trial judge's decision that Mr. Allen was actually terminated on October 14, 2009, the Court of Appeal for British Columbia cited with approval the decision of Bowes v. Goss Power Products Ltd., 2012 ONCA 425, (canvassed by this blog in the post Fix the Duty to Mitigate) in which the Court of Appeal for Ontario held that if an employment contract provides for a fixed severance package there is no duty on the employee to mitigate his damages, and held that as Mr. Allen's employment agreement did not impose a duty to mitigate, the trial judge properly found he was therefore entitled to the balance owing for 15 months» salary and benefits in lieu of notice as damages for breach of contract.

It therefore could not then terminate on the basis of the same breach on which the distress was grounded.

For example, if your company's employee handbook states that employees who are terminated will receive severance according to a formula based on the employee's years of service, and your company does not pay you the correct amount of severance, our employment attorneys may be able to file a breach of contract claim on your behalf seeking the unpaid compensation.

The majority stressed that the right to terminate on reasonable notice is an implied term — and not the breach — of an employment agreement, and therefore payment in lieu of notice is not damages for breach of contract, but is part of the compensation contemplated by the contract.

Bespoke Couture identified a material breach and requested remedy, later contending in court that, on the expiration of 30 days — the breach going unremedied — the contract automatically terminated.

To avoid any doubt, even where the contract specifically provides for automatic termination on the expiration of the remedy period, it may be advisable for the innocent party to inform the breaching party of termination without prejudice to its position that the contract has terminated automatically.

In addition, the Court of Appeal considered letters written by the respondent after its letter identifying the breach in which it was stated: «Whether our client elects to terminate or not is a matter for it» and «the first day on which our client can terminate is 10 December 2004.»

(2) If an employer bound by a collective agreement is or will be laying off an employee for a period that will or may be longer than a temporary lay - off and the employer would be or might be in breach of the collective agreement if the employer advised the employee that his or her employment was to be terminated, the employer may provide the employee with a written notice of indefinite lay - off and the employer shall be deemed as of the date on which that notice was given to have provided the employee with a notice of termination.

On December 2, 2016, the English High Court ruled that the members of the band Duran Duran would be in breach of the contracts under which they assigned their publishing copyrights if they exercised their U.S. statutory right to terminate the transfer of the U.S. copyrights under section 203 of the Copyright Act.

... the only way to return the employer to its original position was to deprive the employee of his bonus from the date of the breach onward, on the basis that «had [the employer] been aware that [the employee] was secretly diverting the company's assets and resources from September 3, 2007, [the employer] would most assuredly have terminated [the employee]'s employment contract as it did immediately upon discovering [the employee]'s dishonest activities.

You warrant as a strict condition of this agreement that as at the date hereof... (b) there are no circumstances of which you are aware or of which you ought reasonably to be aware which would constitute a repudiatory breach on your part of your contract of employment which would entitle or have entitled the company to terminate your employment without notice.»

I do think claims will be inevitable because if you terminate someone based on the strength of out - of - facility video surveillance why wouldn't that employee allege a wrongful dismissal and a breach of privacy?»

Although the contract does not provide for what damages would flow from a failure to terminate in good faith, based on the specific terms and circumstances of this contract, it is reasonable to infer that the parties intended that if the power to terminate was not exercised in good faith, then damages for breach would be based on the wages owed for the remaining term of the agreement, without a duty to mitigate.

Because filing an unlawful detainer against a tenant behind on the rent terminates the lease, many managers are instead choosing to sue for breach of lease, seeking damages rather than possession.

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