Sentences with phrase «termination of the agreement in»

«I can not see any direct role for parliament in the termination of the agreement in this case after it has approved the

Upon termination of the Agreement in a manner permitted by this Agreement, We will supply notices within thirty (30) days to any Affiliates, contractors, or other partners to discontinue publishing and distributing the Work.

He replied that the parties» reasonable expectations include what their intentions were when they entered into the contract (i.e., to ensure the continued economic viability of both CAFC and Mr. Bhasin's businesses; a goal undermined by a termination of the Agreement in bad faith).

Not exact matches

Connecticut U.S. Senator Richard Blumenthal grilled Brito, securing a verbal agreement by the executive that the merger wouldn't result in the termination or re-negotiation of existing distribution deals today.

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.

Paramount said that the termination of the deal would lead to a charge of $ 59 million in Viacom's fourth - quarter earnings, and that it had secured alternative financing agreements with toymaker Hasbro, Skydance Media and others to finance the production costs for the movies.

Net gain from the termination of the Aetna merger agreement of approximately $ 947 million pretax, or $ 4.26 per diluted common share; includes the break - up fee and transaction costs net of the tax benefit associated with certain expenses which were previously non-deductible; GAAP measures affected in this release include consolidated pretax income and EPS.

Blackstone will have to pay Aon a termination fee of $ 215 million if the agreement falls through, Aon said in a filing.

For example, the expected timing and likelihood of completion of the proposed merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed merger that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that Kraft shareholders may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Kraft's common stock, and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Kraft and Heinz to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the combined company may be unable to achieve cost - cutting synergies or it may take longer than expected to achieve those synergies, and other factors.

In order to support the continuity of senior leadership, we have employment agreements with Ms. Katz and Messrs. Skinner and Gold which provide, among other things, for payments to the executive following a termination of employment by the executive for «good reason» or a termination of the executive's employment by us without «cause.»

The arrangement agreement provides that Shoppers Drug Mart is subject to non-solicitation provisions and provides that the Board of Directors of Shoppers Drug Mart may, under certain circumstances, terminate the agreement in favour of an unsolicited superior proposal, subject to payment of a termination fee of $ 300 million to Loblaw and subject to a right of Loblaw to match the superior proposal in question.

As a result, we believe it is useful to exclude Starbucks activity to clearly show the impact Starbucks has had on our financial results historically, to provide insight into the impact of the expected termination of the Starbucks agreement on our revenues in the future, to facilitate period - to - period comparisons of our business, and to facilitate comparisons of our performance to that of other payment processors.

(a) Schedule 2.7 (a) of the Disclosure Schedule contains a list setting forth each employee benefit plan, program, policy or arrangement (including any «employee benefit plan» as defined in Section 3 (3) of the Employee Retirement Income Security Act of 1974, as amended («ERISA»)(«ERISA Plan»)-RRB-, including, without limitation, employee pension benefit plans, as defined in Section 3 (2) of ERISA, multi-employer plans, as defined in Section 3 (37) of ERISA, employee welfare benefit plans, as defined in Section 3 (1) of ERISA, deferred compensation plans, stock option plans, bonus plans, stock purchase plans, fringe benefit plans, life, hospitalization, disability and other insurance plans, severance or termination pay plans and policies, sick pay plans and vacation plans or arrangements, whether or not an ERISA Plan (including any funding mechanism therefore now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, oral or written, under which (i) any current or former employee, director or individual consultant of the Company (collectively, the «Company Employees») has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or (ii) the Company or any ERISA Affiliate (as hereinafter defined) has had, has or may have any actual or contingent present or future liability or obligation.

(l) Except as otherwise set forth in Schedule 2.7 (l) of the Disclosure Schedule, (i) the Company is not and will not be obligated to pay separation, severance, termination or similar benefits as a result of any of the transactions contemplated by this Agreement, nor will any such transactions accelerate the time of payment or vesting, or increase the amount, of any benefit or other compensation due to any individual; and (ii) the transactions contemplated by this Agreement will not cause the Company to record additional compensation expense on its income statements with respect to any outstanding Stock Option or other equity - based award.

The termination in December of the international MultiFibre Agreement, which protected clothing manufacturers in industrialized countries, and the prospect of future free - trade deals with China will surely finish it off entirely in the coming years, Gunaratna said.

If we terminate Mr. Drexler's employment without cause or he terminates his employment with good reason, Mr. Drexler will be entitled to receive (i) a payment of his earned but unpaid annual base salary through the termination date, any accrued vacation pay and any un-reimbursed expenses, and (ii) subject to Mr. Drexler's execution of a valid general release and waiver of claims against us, as well as his compliance with the non-competition, non-solicitation and confidential information restrictions described below, (a) a payment equal to his annual base salary and target cash incentive award, one - half of such payment to be paid on the first business day that is six (6) months and one (1) day following the termination date and the remaining one - half of such payment to be paid in six equal monthly installments commencing on the first business day of the seventh calendar month following the termination date, (b) a payment equal to the product of (x) the last annual cash incentive award Mr. Drexler received prior to the termination date and (y) a fraction, the numerator of which is the number of days of service completed by Mr. Drexler in the year of termination and the denominator of which is 365, such amount to be paid on the first business day that is six (6) months and one (1) day following the termination date, and (c) the immediate vesting of such portion of unvested restricted shares and stock options as provided and pursuant to the terms of the relevant grant agreements under our 2003 Equity Incentive Plan.

The agreements with Mr. Drexler and Ms. Lyons also provide for accelerated vesting of certain equity awards in connection with certain terminations of employment.

Under each of the Employment Agreements and the Wadle Agreement, we are required to pay severance benefits in connection with certain terminations of employment.

Under these agreements, each NEO has agreed that for a two - year period following his or her termination of employment, he or she will not participate in a business that competes with us and will not solicit our Associates for employment.

The following is a description of the severance, termination and change in control benefits payable to each of our Named Executive Officers pursuant to their respective agreements and our equity incentive plans.

After the termination of service of an employee, director or consultant, the participant may exercise his or her option, to the extent vested as of such date of termination, for the period of time stated in his or her option agreement.

This appointment follows the termination of Dov Charney, former President and Chief Executive Officer, for cause in accordance with the terms of his employment agreement.

In the event of termination of the Merger Agreement under certain circumstances principally related to a failure to obtain required regulatory approvals, the Merger Agreement provides for Facebook to pay WhatsApp a fee of $ 1 billion in cash and to issue to WhatsApp a number of shares of Facebook's Class A common stock equal to $ 1 billion based on the average closing price of the ten trading days preceding such termination datIn the event of termination of the Merger Agreement under certain circumstances principally related to a failure to obtain required regulatory approvals, the Merger Agreement provides for Facebook to pay WhatsApp a fee of $ 1 billion in cash and to issue to WhatsApp a number of shares of Facebook's Class A common stock equal to $ 1 billion based on the average closing price of the ten trading days preceding such termination datin cash and to issue to WhatsApp a number of shares of Facebook's Class A common stock equal to $ 1 billion based on the average closing price of the ten trading days preceding such termination date.

After the termination of service of an employee, director or consultant, he or she may exercise his or her option for the period of time stated in his or her option 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 vesting of each executive's awards will accelerate upon termination of his employment for any reason (including a resignation for good reason) other than cause, death or disability (as such terms are defined in such executive's employment agreement) if such termination takes place upon or within two years following a change in control (as defined in such executive's employment agreement) that occurs during the term of his employment agreement and such executive signs a general waiver and release that has become effective.»

Aetna said the difference in its bottom - line results was due in large part to the termination in last year's first quarter of the Humana Inc. (NYSE: HUM) merger agreement and the favorable effect in this year's first quarter of the Trump tax cuts.

The Trust Agreement has an indefinite term, subject to certain termination provisions discussed in «Description of the Trust Agreement.»

If any Shares remain outstanding after the date of termination, the Trustee thereafter shall discontinue the registration of transfers of Shares, shall not make any distributions to Shareholders, and shall not give any further notices or perform any further acts under the Trust Agreement, except that the Trustee will continue to collect distributions pertaining to Trust assets and hold the same uninvested and without liability for interest, pay the Trust's expenses and sell Bitcoins as necessary to meet those expenses and will continue to deliver Trust assets, together with any distributions received with respect thereto and the net proceeds of the sale of any other property, in exchange for Shares surrendered to the Trustee (after deducting or upon payment of, in each case, the fee to the Trustee for the surrender of Shares, any expenses for the account of the Shareholders in accordance with the terms and conditions of the Trust Agreement, and any applicable taxes or other governmental charges).

entered into Change of Control and Retention Agreements with each of the Named Executive Officers that provide them with certain payments and benefits in the event of the termination of their employment within the three - month period prior to, or the 18 month period following, a change of control of the Company (referred to as the «change of control period»).

We reserve the right, but do not undertake the obligation to: (a) monitor or review the Sites and the Applications for violations of this Agreement and for compliance with our policies; (b) report to law enforcement authorities and / or take legal action against anyone who violates this Agreement; (c) refuse, restrict access to or the availability of, or remove or disable (to the extent technologically feasible) any Contribution or any portion thereof that may violate this Agreement, the law or any of our policies or are excessive in size or burdensome without prior notice to you; (d) manage the Sites and the Applications in a manner designed to protect our and third parties» rights and property or to facilitate the proper functioning of the Sites and the Applications; (e) screen our users or members, or attempt to verify the statements of our users or members and / or (f) monitor disputes between you and other users or to termination or block you and other users for violations of this Agreement.

Even after you cease using the Sites or following termination, the provisions of this Agreement set forth in Sections 6.2, 7, 14, 16 and 17 will remain in effect.

In the event this agreement is terminated, the restrictions regarding Materials appearing on the site, and the representations and warranties, indemnities and limitations of liabilities set forth in this agreement shall survive any such terminatioIn the event this agreement is terminated, the restrictions regarding Materials appearing on the site, and the representations and warranties, indemnities and limitations of liabilities set forth in this agreement shall survive any such terminatioin this agreement shall survive any such termination.

In the event of termination, you are no longer authorized to access the message boards, and the restrictions imposed on you with respect to material downloaded from the message boards, the disclaimers and limitations of limitations of liabilities set forth in this Agreement, shall survivIn the event of termination, you are no longer authorized to access the message boards, and the restrictions imposed on you with respect to material downloaded from the message boards, the disclaimers and limitations of limitations of liabilities set forth in this Agreement, shall survivin this Agreement, shall survive.

Upon termination of this Agreement, all rights granted to you under this Agreement will cease immediately, and you agree that you will: (a) immediately discontinue use of any applicable Juicy Juice Websites; and (b) as applicable, pay any amounts owed to Juicy Juice in full within thirty (30) days from the date of such termination.

You and We agree that any and all disputes arising out of or related to this Agreement (including the performance, breach, or termination of this Agreement), your use of the Website, and / or your order or use of anything available through Orlando Stroller Rentals, LLC and / or the Website shall be governed by and in accordance with the laws of the State of Florida (exclusive of its rules regarding conflict of laws).

In the event of any termination of your use of or access to the Web Site, you agree that the provisions of the Agreement regarding Protection of Intellectual Property Rights and License, Indemnification, Disclaimer or Warranties, Limitations of Liability, and Applicable Law shall survive any such termination.

In addition, a review of 24 power purchase agreements, which has led to the termination of 11 power deals and the rescheduling of 8 others, has enabled us to save the government treasury about $ 7 billion in excess capacity charges over a 13 - year contract perioIn addition, a review of 24 power purchase agreements, which has led to the termination of 11 power deals and the rescheduling of 8 others, has enabled us to save the government treasury about $ 7 billion in excess capacity charges over a 13 - year contract perioin excess capacity charges over a 13 - year contract period.

Erica Ringewald, a spokeswoman for the New York state Department of Environmental Conservation, provided a written statement in response to questions about the termination of the agreement.

Violation of any of these agreements will result in the termination of your account with the sites.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and / or accordingly may deny you access to our Services (or any part thereof).

In connection with the termination of the Loan Agreement, the Company executed a non-binding term sheet with a third - party lender for a new $ 25M credit facility consisting of a $ 15M term loan and $ 10M revolver.

The arbitration provision contained herein shall be self - executing and shall remain in full force after expiration or termination of this Agreement.

On the date of the termination of a contract or agreement under this section by an Indian tribal government, the Secretary shall transfer all funds that would have been allocated to the Indian tribal government under the contract or agreement to the Secretary of the Interior to provide continued transportation services in accordance with applicable law.

the Amazon agreement * does * add a «throughought the term of this agreement» modifier in its language... however, in Section 3 of the Amazon agreement it specifically says that section 5.5 will survive the termination of the agreement, so I don't know that the extra language does much.

Subject to the exception in Section 8.3 below, upon Termination of the Agreement, We will refund amounts paid by You for Publishing Packages or individual Services («Refund») as follows: Revised: 8/5/2015 (a) Publishing Packages.

Termination Clause Section in a contractual agreement that specifies particular behavior, actions or events that would result in nullification of the contract.

Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from Affiliate's Web Site, all links to the Book Marketing Summit websites, and all Book Marketing Summit trademarks and logos, other Book Marketing Summit marks and all other materials provided in connection with this program.

Doing so can result in the termination of your affiliate account and withholding of affiliate payments for violating our affiliate agreement.

Libre's unjust termination of the publishing agreement means that DMI's readership will never be able to read Finder volume 8 or the rest of the series in English.