Sentences with phrase «without breach of this agreement»

Accordingly, nothing in this Agreement will be construed as any representation or inference that the Receiving Party will not develop, market, sell or distribute products or services, or have products or services developed, marketed, sold or distributed for it, that, without breach of this Agreement, are capable of being used or applied in competition with any products or services falling with in the subject matter of the Disclosing Party's 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.

Not exact matches

By causing Retrophin to enter into these Settlement Agreements for his own benefit and for the benefit of MSMB without disclosing the agreements to the Board or seeking Board approval, Shkreli engaged in self - dealing and breached his duty of loyalty to thAgreements for his own benefit and for the benefit of MSMB without disclosing the agreements to the Board or seeking Board approval, Shkreli engaged in self - dealing and breached his duty of loyalty to thagreements to the Board or seeking Board approval, Shkreli engaged in self - dealing and breached his duty of loyalty to the Company.

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.

In this agreement, «Confidential Information» means all confidential information relating to a party or its business, strategies, pricing, personnel, suppliers, products or services, but excludes information that the recipient proves: (a) was lawfully in its possession before receiving it from the discloser, (b) was provided in good faith to it by a third party without breaching any of discloser's rights or any rights of a third party, or (c) is or becomes generally available to the public through no fault of the recipient.

In consideration of being permitted to use the Website, You agree to indemnify and hold harmless Non-GMO Project, and / or its officers, directors, employees, partners, contractors, affiliates, subsidiaries, agents, attorneys, web developers, technical support / maintenance providers, distributors, advertisers, licensors, sublicensees, and / or assigns, from any claim or demand, including reasonable attorneys» fees, expert witness fees, and court costs, made by any third party due to or arising out of Content You Post, Your use of the Website, including without limitation, Your participation in any interactive aspect of the Website, Your use of any information provided on or in connection with or obtained from the Website, Your violation of this Agreement, Your breach of any of the representations and warranties contained herein, or Your violation of any rights of another.

Kraft Foodservice may terminate this agreement at any time and without notice to you if, in its sole judgment, you breach any term or condition of this agreement.

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.

When the amom is regularly exposed to the raw emotion of the blood mom and can not avoid its impact on her (without closing the adoption and breaching their agreement) denial can not fester.

We reserve the right to terminate your account or your access to our Online Courses immediately, with or without notice to you, and without liability to you, if We believe that you have breached any of the terms of this Agreement, furnished Us with false or misleading information, or interfered with use of Our Website or the Online Courses by others.

«Passions Network» reserves the right to immediately suspend or terminate your access to the «Passions Network» service, without notice, upon any breach of this Agreement by you which is brought to the attention of «Passions Network», or while investigating a potential breach.

If the determination of ineligibility was the only reason for setting aside the deferred prosecution agreement and issuing the administrative complaint and the administrative proceedings result in a finding that the determination was erroneous, the complaint shall be dismissed and the deferred prosecution agreement reinstated without prejudice to the commissioner's right to reissue the administrative complaint for other breaches of the agreement.

Also, discount is calculated on a per order basis, Therefore, both parties are required to fulfill their parts without any breach and any breach of the above will amount to cancellation of the agreement.

Any loss, claim or injury based on errors or inaccuracies appearing on the Elegant Book Design website or within the author's written documents, including without limitation as a result of any breach of the terms of this agreement.

Both parties are required to fulfill their parts without any breach and any breach of the above will amount to cancellation of the agreement.

You have breached your agreement with them, and the settlement company keeps its full up - front fee, without ever having to negotiate a settlement with any of your creditors.

In the event that you breach any of the terms of this or any other agreement with Cannon Beach Photo, Cannon Beach Photo shall have the right to terminate your account without further notice.

In terms of advocacy, this is tricky; people in the fossil fuel sector will doubtless claim that lower climate sensitivity means rapid reductions in fossil fuel use are not necessary, so they can go on with their plans for more gas and oil development without breaching the Paris Agreements, etc..

Landowners risk breaching their lease agreements if they enter into a wind energy agreement without the permission of the tenant.

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.

The DoJ, meanwhile, obtains an admission of unlawful conduct (allowing relatively straightforward prosecution in the event that the company is in breach of the conditions of the agreement) without going through the rigors of obtaining an indictment and bringing the case to court.

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.

They may prefer to do so as they will then have the reassurance that their settlements can be enforced easily without having to resort to a lengthy breach of contract proceeding in the court in which they seek to enforce the agreement.

Without justification, the employer can not be said to be exercising an implied power, and the suspension would be an unauthorized breach of the employment agreement.

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.

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.

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.»

Taking a more academic approach, professors Stephen Bainbridge and Larry Ribstein in respective posts here and here suggest that expelling partners like Mayer did isn't a breach of contract if the firm's partnership agreement had a «guillotine» provision allowing it to cut partners at any time without cause.

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.

The purpose behind s. 93 (2) of the CPA is to avoid situations where a consumer, who has received the benefit of a consumer agreement, attempts to retain those benefits without performing his or her side of the agreement because of a technical breach of the CPA.

Due to any reason, if you stop paying your mortgage without any prior information to the lender, it would be considered a breaching of the mortgage agreement.

User agrees to defend, indemnify, and hold harmless DRIVESAFETODAY.COM, INC., its officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from any use of the Web Site and any Material contained therein by User or through User's account, or by User's breach of the terms of this Agreement.

INDEMNITY: You agree to defend, indemnify, and hold harmless ExecutiveTrumpet, its officers, directors, employees, and agents from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, arising from your use of the materials or your breach of the terms of this Agreement.

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.

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.

The truth is most Sales Rep to Brokerage contracts are changeable in some ways that allow the sale rep to protect their business without asking the brokerage to breach their franchise agreement with their brand of choice.

«The plaintiffs have clearly alleged that: (1) all of the defendants, except Tom Bosley, were parties to the initial settlement agreement; (2) this settlement agreement required the defendants to change and / or maintain their rules so as to permit the plaintiffs to provide their new flat fee business program to consumers, together with the authorized use of MLS services, without providing traditional offer negotiation services; and (3) the defendants «blatantly» breached the express and / or implied terms of that settlement agreement by unlawfully causing CREA to subsequently enact new offer negotiation rules which prohibited the plaintiff's innovative flat fee business model.»

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