Sentences with phrase «without breach of any obligation»

Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; 3.

Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; 2.

Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the other party; (ii) was known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (iii) was independently developed by a party without breach of any obligation owed to the other party; or (iv) is received from a third party without breach of any obligation owed to the other party.

Not exact matches

Oregon also accuses Oracle of breach of contract, along with civil racketeering, for «failing to deliver on its obligations, overcharging for poorly trained Oracle personnel to provide incompetent work, hiding from the state the true extent of Oracle's shoddy performance, continuing to promise what it could not deliver, and willfully refusing to honor its warranty to fix its errors without charge.»

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.

If we do terminate as a result of a breach of any obligation under these terms and conditions such termination will be immediate and without notice.

11.5 You undertake to indemnify us and keep us at all times fully indemnified from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision our legal costs), awards and damages however arising directly or indirectly as a result of any breach or non-performance by you of any of your undertakings, warranties or obligations under these terms and conditions.

You agree that breach of the above obligations will cause irreparable harm to Koch Media, and Koch Media is entitled to (in addition to any other remedies available to it) ex parte injunctive relief without bond to prevent the breach or threatened breach of your obligations.

There were 11 allegations which included that he circumvented the terms of a British Columbia Supreme Court order and attempted to mislead the court; he breached his ethical obligations by receiving funds from an individual and disbursing them for the benefit of a client without advising the individual that his interests were not being protected; and he represented parties in a B.C. Supreme Court action despite a conflict of interest.

In the past, the Italian Constitutional Court made clear that supra - national law should not prevail without any limitation, and that the application of international obligations could not have the effect to breach the fundamental principles of the constitutional order or the fundamental rights of the individuals (this is called the «counter-limit doctrine», developed for example in the «Granital case», Sentenza n. 170, 5 June 1984).

Is received from a third party without knowledge of breach of any obligation owed to the Disclosing Party; or 4.

On February 22, 2018, Justice Parry found that the officer breached her obligation to inform Mitchell of his right to counsel without delay and breached her implementational duty to facilitate access to counsel at the first reasonable opportunity.

(2) In terms of culpability, a breach of the Soering obligation can be committed without any mens rea or personal liability on the part of any state official.

As is well known, the without notice application requires full and frank disclosure from the applicant, and the court is astute to police breaches of the obligation.

The denial of short term disability benefits without adequate evidence may be considered a breach of an employer's good faith obligation and may be a factor in justifying an award for moral damages.

Breach of that obligation is a breach of the accused's constitutional rights without the requirement of an additional showing of prejBreach of that obligation is a breach of the accused's constitutional rights without the requirement of an additional showing of prejbreach of the accused's constitutional rights without the requirement of an additional showing of prejudice.

It has been well settled for almost twenty years that breach of that obligation is a breach of a defendant's constitutional rights under Charter s. 7 without the requirement of an additional showing of prejudice.

Without entering into the controversial debate concerning the scope and content of the principle of mutual trust and its relationship to human rights protection (see in particular the contribution by D. Halberstam) from an autonomy perspective the Court is clear that autonomy is breached when Member States assume obligations in inter se relations that may conflict with a rule of EU law.

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.

The motion judge found the filing of the lien bond by Dominion satisfied its trust obligations to Structal under the Act and, upon receipt of the progress payments from the owner, Dominion could disperse them to other creditors without being in breach of the trust provisions of the Act.

Finding in favour of Great Lakes, the court held that Mploy had breached obligations which were conditions precedent, including failing to pass on information relevant to costs «without delay».

I'd think that merely telling me that one is aware of a settlement where the risk to the wrongdoer that Resurfice material contribution would be applied played a significant role in the fact that settlement was reached, without more, wouldn't be of a breach of any confidentiality obligation (unless somehow the mere fact you say something somehow breaches the obligation).

Without limiting the generality or effect of other provisions of this Agreement, as a condition of use, you agree to indemnify, hold harmless, and defend Operator and its parents, subsidiaries, affiliates, licensors, suppliers and their officers, directors, affiliates, subcontractors, agents and employees (collectively, «Indemnified Parties» and each, individually, an «Indemnified Party») against all costs, expenses, liabilities and damages (including reasonable attorney's fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (i) your failure to comply with any applicable laws and regulations; and (ii) your breach of any of its obligations set forth in this Agreement.

84 DOS 99 Matter of DOS v. Woodland - failure to appear at hearing; jurisdiction; mortgage applications; failure to pay judgment; ex parte hearing may proceeding upon proof of proper service; DOS has jurisdiction over respondents for acts of misconduct which occurred during licensure even though the licenses expired on their own terms; DOS fails its burden of proof to establish broker failed to obtain signature on agency disclosure form; DOS fails its burden of proof to establish that a broker has an obligation to «pre-qualify» a potential purchaser; broker breached duty to deal honestly with the public when advised purchaser he would assist in obtaining financing and failed to do so; DOS fails its burden of proof that broker wrongfully failed to hold a $ 500.00 deposit in escrow as deposit was remitted to seller with the permission of buyer; failure to pay judgment without a showing that broker is unable to do so is a demonstration of untrustworthiness; no action to be taken for reapplication for broker's license until payment of $ 1,000.00 fine and proof of satisfaction of judgment